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Branding Contract

This Branding Agreement (the "Agreement"), dated [the date both parties will have signed] is entered into by [Branding Expert name], an individual residing in [address], (the "Branding Expert"), and [client name], an individual residing in [address], (the "Client").

Whereas, the Branding Expert and the Client desire to establish the terms and conditions under which the Branding Expert will provide services to the Client, the parties agree as follows:

1. Scope of Work. The Branding Expert agrees to perform such consulting, advisory and related services specified on Exhibit A to this Agreement ("Description of Services").

2. Term. This Agreement shall commence from the date this Agreement is signed by both parties and shall continue until the scope of work defined in the Description of Services is completed (such period, as it may be extended or sooner terminated in accordance with the provisions of Section 4, being referred to as the ("Service Period").

3. Payment.

a. Service Cost. In consideration of the Service, the Client will pay the Branding Expert of $ per hour (the "Service Cost").

b. Expenses. The Branding Expert shall be responsible for all business expenses incurred by the Branding Expert in connection with, or related to, the performance of the services.

c. Invoices. The Client shall pay to the Branding Expert amounts shown on each statement or invoice described in Section 3(a) and 3(b) within () days after receipt thereof.

d. Benefits. The Branding Expert shall not be entitled to any benefits, coverages or privileges, including, without limitation, health insurance, social security, unemployment, medical or pension payments, made available to Branding Experts of the Client.

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How to Get Started with a Branding Contract Today

What is a branding contract?

A branding contract is a specific type of agreement between a service provider and an independent contractor that outlines the scope of work, fees, and other related information involved in creating and executing a branding strategy.

What is a branding strategy?

A branding strategy is a comprehensive plan focused on the development and enhancement of a company's brand identity to ensure consistent brand recognition across all customer touchpoints. It encompasses the creation of design elements that represent the company, such as logos, color palettes, typography, and other media that convey the company's values and story. The strategy also includes content creation that resonates with the target audience, solidifying the brand's presence in the market. Under the design contract, the client agrees to provide the necessary information and know-how, ensuring that the services provided align with the overall business objectives. Any failure by either party to uphold their end of the agreement could result in a material breach, which warrants remedial action.

Do you even need a contract for your branding services?

Absolutely, having a branding agreement is essential when engaging in branding services. This legal document ensures that both parties agree on the project scope, fees, timelines, and expectations. It protects the intellectual property developed during the project and provides a clear protocol in the event of a third-party claim. By stipulating the services to be performed and how they are to be delivered, the agreement shall serve as a binding agreement, reducing the potential for misunderstandings and disputes over the course of the branding project.

What is unique about a branding contract?

Creating a brand identity for a client is exciting, but can be difficult to express in a contract. Freelancers also deal with unstable client relationships, so your branding contract should protect you from unscrupulous clients.

Here are some things you may wish to include:

A clear outline of the creative process. If the client has the false impression that you will simply whip up their design in half an hour with Photoshop, then they may become frustrated with a longer process or suspicious of your price.
Declaration of copyright status before and after the contract finishes. While the brand identity is being developed, it is customary for the designer to retain all copyrights. After the design has been approved and payment made, the designer assigns the copyright or trademark to the client.
Cancellation terms and penalties. Graphic design, writing, and branding clients have a slightly unhelpful reputation for rogue project cancellations. Make the cancellation terms clear and show how much payment will be due if the project ends early.

Sadly, contracts for creatives are necessary because of unscrupulous clients. Even worse, unprofessional freelancers may contribute to the problem. Your contract is an opportunity for you to show your professionalism and reliability early in your relationship with your client.

How do you create a branding contract?

To create an effective branding contract, it's important to begin by clearly outlining the scope of branding services to be provided. Detailing the deliverables, including elements of graphic design, enhances clarity and sets expectations. It is critical to articulate in the branding agreement the responsibilities and expectations of both parties, especially regarding intellectual property rights.

Clearly specify that the designer retains copyright ownership until the agreement's stipulations are met and full payment is received. When it comes to compensation, ensure that the contract specifies the amount the client shall pay, including any deposits or milestones set forth for the completion of such services. This precision in drafting the agreement safeguards both the service provider and the client, minimizing disputes and ensuring a smooth collaborative process.

What to include in a branding contract?

Each branding agreement should contain sections dedicated to these topics:

Scope of Work: Define what is included in the services, the deadlines, and what deliverables the client can expect.
Payment Details: Include the fee structure, payment schedule, deposits required, and any other financial information like late payment fees.
Intellectual Property: Clearly state when and how the copyright and trademark rights will be transferred to the client upon payment.
Confidentiality: Outline any non-disclosure agreements to protect sensitive information shared during the branding process.
Revision Policy: Specify the number of revisions included in the agreed price and the costs for any additional revisions beyond this number.
Cancellation Policy: Detail the terms under which either party can terminate the contract and the financial implications of such a decision.
Liability: Include clauses that limit your liability concerning the services provided.
Dispute Resolution: Describe the process for resolving any conflicts that might arise, including the jurisdiction under which disputes will be settled.
Entire Agreement: Assert that the branding contract represents the whole agreement between the parties, nullifying all previous discussions or agreements.

What is intellectual property in branding?

In a branding agreement, intellectual property rights are pivotal to the partnership between a client and a graphic design service provider. These rights pertain to unique creations that are the product of human intellect, and in the context of branding, they encompass logos, visual design elements, taglines, and other distinct brand identifiers that a designer develops for the client. The approval process for these elements is typically outlined in the contract, ensuring that designs meet the client's satisfaction and that intellectual property rights are transferred upon approval and final payment for the graphic design services rendered.

Can I use your branding contract template?

Yes, you can use our branding contract template to ensure that your agreements with clients are legally enforceable.

You can sign up for a free Indy account and use our contract generator to create the correct contract for your needs in just minutes.

What are the benefits of using a branding contract template?

Using a branding contract template ensures that every aspect of your branding services is meticulously laid out, protecting your intellectual property rights while providing a clear project description to your client. It ensures that all the essentials of a professional agreement, such as clauses for the use of third-party materials (with prior written consent), are not overlooked.

A template also saves time and effort, enabling a streamlined approach to formalize the process. To further cater to specific needs within this field, you might also consider employing a graphic design contract template, which is tailored to cover aspects more peculiar to design-related projects. With these templates, you’re not just delivering a service; you’re also establishing trust and a solid legal foundation for all your creative endeavors.

Create new branding contracts quickly and easily. Here's an example of an Indy contract:

Branding Contract

Whereas, the Branding Expert and the Client desire to establish the terms and conditions under which the Branding Expert will provide services to the Client, the parties agree as follows:

1. Scope of Work. The Branding Expert agrees to perform such consulting, advisory and related services specified on Exhibit A to this Agreement ("Description of Services").

3. Payment.

a. Service Cost. In consideration of the Service, the Client will pay the Branding Expert of $ per hour (the "Service Cost").

b. Expenses. The Branding Expert shall be responsible for all business expenses incurred by the Branding Expert in connection with, or related to, the performance of the services.

c. Invoices. The Client shall pay to the Branding Expert amounts shown on each statement or invoice described in Section 3(a) and 3(b) within () days after receipt thereof.

4. Termination. This Agreement may be terminated prior to the end of the Service Period in the following manner: (a) by either the Branding Expert or the Client upon not less than () days prior written notice to the other party; (b) by the non-breaching party, upon twenty-four (24) hours prior written notice to the breaching party if one party has materially breached this Agreement; or (c) at any time upon the mutual written consent of the parties hereto. In the event of termination, the Branding Expert shall be entitled to payments for services performed that have not been previously paid and, subject to the limitations in Section 3.2, for expenses paid or incurred prior to the effective date of termination that have not been previously paid. Such payment shall constitute full settlement of any and all claims of the Branding Expert of every description against the Client. In the event that the Client’s payment to the Branding Expert exceeds the amount of services performed and (subject to the limitations in Section 3.2) for expenses paid or incurred prior to the effective date of termination, then the Branding Expert will immediately refund the excess amount to the Client. Such refund shall constitute full settlement of any and all claims of the Client of every description against the Branding Expert.

5. Cooperation.The Branding Expert shall use Branding Expert's best efforts in the performance of Branding Expert's obligations under this Agreement. The Client shall provide such access to its information and property as may be reasonably required in order to permit the Branding Expert to perform Branding Expert's obligations hereunder. The Branding Expert shall cooperate with the Client’s personnel, shall not interfere with the conduct of the Client’s business and shall observe all rules, regulations and security requirements of the Client concerning the safety of persons and property.

6. Proprietary Information and Inventions.

a. Proprietary Information.

1. The Branding Expert acknowledges that the Branding Expert's relationship with the Client is one of high trust and confidence and that in the course of Branding Expert's service to the Client, Branding Expert will have access to and contact with Proprietary Information. The Branding Expert will not disclose any Proprietary Information to any person or entity other than Branding Experts of the Client or use the same for any purposes (other than in the performance of the services) without written approval by an officer of the Client, either during or after the Consultation Period, unless and until such Proprietary Information has become public knowledge without fault by the Branding Expert.

2. For purposes of this Agreement, Proprietary Information shall mean, by way of illustration and not limitation, all information, whether or not in writing, whether or not patentable and whether or not copyrightable, of a private, secret or confidential nature, owned, possessed or used by the Client, concerning the Client’s business, business relationships or financial affairs, including, without limitation, any Invention, formula, vendor information, customer information, apparatus, equipment, trade secret, process, research, report, technical or research data, clinical data, know-how, computer program, software, software documentation, hardware design, technology, product, processes, methods, techniques, formulas, compounds, projects, developments, marketing or business plan, forecast, unpublished financial statement, budget, license, price, cost, customer, supplier or personnel information or Branding Expert list that is communicated to, learned of, developed or otherwise acquired by the Branding Expert in the course of Branding Expert's service as a Branding Expert to the Client.

3. The Branding Expert’s obligations under this Section 6 shall not apply to any information that (i) is or becomes known to the general public under circumstances involving no breach by the Branding Expert or others of the terms of this Section 6, (ii) is generally disclosed to third parties by the Client without restriction on such third parties, or (iii) is approved for release by written authorization of an officer of the Client.

4. The Branding Expert agrees that all files, documents, letters, memoranda, reports, records, data sketches, drawings, models, laboratory notebooks, program listings, computer equipment or devices, computer programs or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Branding Expert or others, which shall come into Branding Expert's custody or possession, shall be and are the exclusive property of the Client to be used by the Branding Expert only in the performance of Branding Expert's duties for the Client and shall not be copied or removed from the Client’s premises except in the pursuit of the business of the Client. All such materials or copies thereof and all tangible property of the Client in the custody or possession of the Branding Expert shall be delivered to the Client, upon the earlier of (i) a request by the Client or (ii) the termination of this Agreement. After such delivery, the Branding Expert shall not retain any such materials or copies thereof or any such tangible property.

5. The Branding Expert agrees that Branding Expert’s obligation not to disclose or to use information and materials of the types set forth in paragraphs (2) and (4) above, and Branding Expert's obligation to return materials and tangible property set forth in paragraph (4) above extends to such types of information, materials and tangible property of customers of the Client or suppliers to the Client or other third parties who may have disclosed or entrusted the same to the Client or to the Branding Expert.

6. The Branding Expert acknowledges that the Client from time to time may have agreements with other persons or with the United States Government, or agencies thereof, that impose obligations or restrictions on the Client regarding inventions made during the course of work under such agreements or regarding the confidential nature of such work. The Branding Expert agrees to be bound by all such obligations and restrictions that are known to the Branding Expert and to take all action necessary to discharge the obligations of the Client under such agreements.

b. Inventions.

1. All inventions, ideas, creations, discoveries, computer programs, works of authorship, data, developments, technology, designs, innovations and improvements (whether or not patentable and whether or not copyrightable) which are made, conceived, reduced to practice, created, written, designed or developed by the Branding Expert, solely or jointly with others or under Branding Expert's direction and whether during normal business hours or otherwise, (i) during the Consultation Period if related to the business of the Client or (ii) after the Consultation Period if resulting or directly derived from Proprietary Information (as defined below) (collectively under clauses (i) and (ii), "Inventions"), shall be the sole property of the Client. The Branding Expert hereby assigns to the Client all Inventions and any and all related patents, copyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefore, in the United States and elsewhere and appoints any officer of the Client as Branding Expert's duly authorized attorney to execute, file, prosecute and protect the same before any government agency, court or authority. However, this paragraph shall not apply to Inventions which do not relate to the business or research and development conducted or planned to be conducted by the Client at the time such Invention is created, made, conceived or reduced to practice and which are made and conceived by the Branding Expert not during normal working hours, not on the Client’s premises and not using the Client’s tools, devices, equipment or Proprietary Information. The Branding Expert further acknowledges that each original work of authorship which is made by the Branding Expert (solely or jointly with others) within the scope of the Agreement and which is protectable by copyright is a "work made for hire," as that term is defined in the United States Copyright Act.

2. Upon the request of the Client and at the Client’s expense, the Branding Expert shall execute such further assignments, documents and other instruments as may be necessary or desirable to fully and completely assign all Inventions to the Client and to assist the Client in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any foreign country with respect to any Invention. The Branding Expert also hereby waives all claims to moral rights in any Inventions.

3. The Branding Expert shall promptly disclose to the Client all Inventions and will maintain adequate and current written records (in the form of notes, sketches, drawings and as may be specified by the Client) to document the conception and/or first actual reduction to practice of any Invention. Such written records shall be available to and remain the sole property of the Client at all times.

4. Notwithstanding the foregoing in this Section 6(b), the ownership and use of the Inventions that are assigned to the Client in Section 6(b)(i) (the "Assigned Inventions") shall be limited as set forth in Exhibit B.

7. Limitation of Liability. Notwithstanding anything to the contrary contained elsewhere herein, neither party shall be liable to the other for any consequential, special, incidental, indirect or punitive damages of any kind or character, including, but not limited to, loss of use, loss of profit, loss of anticipated profit, loss of bargain, loss of revenue or loss of product or production, however arising under this contract or as a result of, relating to or in connection with the service and the parties’ performance of the obligations hereunder, and no such claim shall be made by any party against the other regardless of whether such claim is based or claimed to be based on negligence (including sole, joint, active, passive, or concurrent negligence, but excluding gross negligence), fault, breach of warranty, breach of agreement, breach of contract, statute, strict liability or any other theory of liability.

8. Indemnification. The Branding Expert shall be solely liable for, and shall indemnify, defend and hold harmless the Company and its successors and assigns from any claims, suits, judgments or causes of action initiated by any third party against the Company where such actions result from or arise out of the services performed by the Branding Expert or its Branding Experts under this Agreement. The Branding Expert shall further be solely liable for, and shall indemnify, defend and hold harmless the Company and its successors and assigns from and against any claim or liability of any kind (including penalties, fees or charges) resulting from the Branding Expert’s or its Branding Experts’ failure to pay the taxes, penalties, and payments referenced in Section 9 of this Agreement. The Branding Expert shall further indemnify, defend and hold harmless the Company and its successors and assigns from and against any and all loss or damage resulting from any misrepresentation, or any non-fulfillment of any representation, responsibility, covenant or agreement on its part, as well as any and all acts, suits, proceedings, demands, assessments, penalties, judgments of or against the Company relating to or arising out of the activities of the Branding Expert or its Branding Experts and the Branding Expert shall pay reasonable attorneys’ fees, costs and expenses incident thereto.

9. Branding Expert Status. The parties shall be deemed Branding Experts for all purposes hereunder. Accordingly:

a. The Branding Expert will use its own equipment, tools and materials to perform its obligations hereunder.

b. The Client will not control how the Service is performed on a day-to-day basis and the Branding Expert will determine when, where and how the Service will be provided.

c. The Client will not provide training to the Branding Expert.

d. The Branding Expert will be solely responsible for all state and federal income taxes in connection with this Agreement.

e. This Agreement does not constitute an employment, partnership, joint venture or agency between the parties hereto, nor shall either of the parties hold itself out as such contrary to the terms hereof by advertising or otherwise nor shall either of the parties become bound or become liable because of any representation, action or omission of the other.

10. General.

a. Survival. Sections 4 through 11 shall survive the expiration or termination of this Agreement.

b. Non-Solicitation. During the Service Period and for a period of [six (6) months] thereafter, the Branding Expert shall not, either alone or in association with others, (a) solicit, or permit any organization directly or indirectly controlled by the Branding Expert to solicit, any Branding Expert of the Client to leave the employment of the Client, or (b) solicit or permit any organization directly or indirectly controlled by the Branding Expert to solicit any person who is engaged by the Client.

c. Use of Subcontractors. The Branding Expert may use trusted contractors to complete components of the Branding Expert’s obligations hereunder, provided that the Branding Expert shall remain solely responsible for such contractors’ performance, that the Client shall have no obligation to such contractors and the use of such contractors shall not cause any increase in fees, costs or expenses that would otherwise be payable hereunder.

d. Entire Agreement. This Agreement (including the documents referred to herein) constitutes the entire agreement between the Client and the Branding Expert and supersedes any prior understandings, agreements or representations by the parties, whether written or oral, with respect to the subject matter hereof.

e. Assignment. Neither party may assign or transfer this Agreement in whole or in part, nor any of the rights hereunder, without prior written consent of the other party.

f. Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party at the address shown above, or at such other address or addresses as either party shall designate to the other in accordance with this Section 13.

g. Amendments. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by each party.

h. Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the Branding Expert and the Client agree that the court making the determination of invalidity or unenforceability shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified.

i. Force Majeure. Neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including acts of war, acts of God, earthquake, flood, fire, embargo, riot, sabotage, or failure of third party power or telecommunications networks, provided that the delayed party: (a) gives the other party prompt notice of such cause and (b) uses its reasonable commercial efforts to promptly correct such failure or delay in performance.

j. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of (other than any principle of conflict or choice of laws that would cause the application of the laws of any other jurisdiction).

k. Arbitration. Any unresolved controversy or claim arising out of or relating to this Agreement, except as (i) otherwise provided in this Agreement, or (ii) any such controversies or claims arising out of either party’s intellectual property rights for which a provisional remedy or equitable relief is sought, shall be submitted to arbitration by one arbitrator mutually agreed upon by the parties, and if no agreement can be reached within thirty (30) days after names of potential arbitrators have been proposed by the American Arbitration Association (the “AAA”), then by one arbitrator having reasonable experience in corporate finance transactions of the type provided for in this Agreement and who is chosen by the AAA. The arbitration shall take place in , , in accordance with the AAA rules then in effect, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. The prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled.

l. Counterpart. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Agreement may be executed by facsimile, digital or electronic signature.