BRANDING & LOGO DESIGN SERVICES AGREEMENT
Professional Branding & Design Contract
Contract Date:
Designer Information
Client Information
Selected Package:
Optional Add-ons (if selected):
Payment Structure: Payment is required in full before work commences. No work will begin until full payment is received.
Payment Plans: Payment plans may be offered at Designer’s sole discretion on an ad hoc basis only.
Payment Methods: Credit card, debit card, or wire transfer payments only.
Late Payment: If payment is late, Client will incur a 2.5% late fee for each week payment is overdue.
NSF Checks: If any check is returned for insufficient funds, a $35 fee will be applied in addition to the original amount owed.
Rush Orders: Rush delivery requests will incur a 25% upcharge on the base package price.
Definition of Revision: A revision consists of minor changes to text, colors, and images within the confines of the original design concept presented. A revision does NOT include complete overhauls or fundamental redesigns.
Revision Limits: Each package includes specific revision allowances as outlined in Section 1.
Additional Revisions: Revisions beyond package limits will be charged $10 per revision.
New Concepts: Requests that fall completely outside the scope of the original design direction will be considered new logo concepts and charged $75 each.
Approval Process: Client must provide written approval (email or text) to proceed with each design phase. All feedback must be provided within 48 hours of receiving design concepts.
Information Requirements: Client must provide all necessary business details, preferences, and project information upfront before work begins.
Response Time: Client has 48 hours to provide feedback on submitted designs.
Project Hold Policy: If Client remains unresponsive, the project will be put on hold after 14 business days of non-communication.
Project Closure: After 45 days of non-responsiveness, the project will be deemed closed. Any work that must be revisited will incur a restart fee of 25% of the original package price.
Work Resumption: Resumption of closed projects is subject to Designer’s availability. Client will be placed on a waiting list with no guarantee of immediate restart.
Timeline Impact: Project timelines are estimates and will be extended or revised based on Client feedback cycles and responsiveness. Designer is not liable for delays caused by Client’s incomplete information or delayed responses.
Major Direction Changes: Requests for major direction changes will require timeline restarts and additional fees to be determined based on scope.
Ownership During Project: Designer retains full ownership of all concepts, designs, and work product until final payment is received in full.
Phase-Based Rights:
Phase 1 – Initial Concepts: Designer retains full ownership of all initial concepts, sketches, and preliminary designs until final payment.
Phase 2 – Chosen Design: Once Client selects and approves a design direction, Client receives usage rights to that specific chosen concept upon payment, but Designer retains ownership of all unused concepts.
Phase 3 – Final Transfer: Full ownership and exclusive rights transfer to Client only upon final payment in full. This includes rights to use, modify, and register trademarks for the final deliverables only.
Retained Rights: Designer permanently retains ownership of all rejected designs, alternative concepts, preliminary sketches, unused concepts, working files, source materials, and design methodologies. These materials may be used by Designer for future projects or other business purposes.
Deliverable Formats: Upon final payment, Client receives final designs in PNG, SVG, and JPG formats. Other formats available upon request at no additional charge.
Licensed Materials: All work is created specifically for Client. Any stock imagery, licensed fonts, or third-party assets used are properly licensed for commercial use and ownership transfer.
Standard Confidentiality: Designer agrees to maintain confidentiality of Client’s proprietary business information and will not disclose confidential information to third parties.
Client NDAs: If Client requires Designer to sign additional non-disclosure agreements, Designer will accommodate such requests.
Portfolio Rights: Designer retains the right to display completed work in professional portfolio and marketing materials unless Client specifically requests otherwise in writing.
Liability Limitation: Under no circumstances shall either party be liable to the other party or any third party for any damages resulting from any part of this agreement such as, but not limited to, loss of revenue or anticipated profit, lost business, or costs of delay.
Total Liability Cap: Designer’s total liability for any claims arising from this agreement shall not exceed the total amount paid by Client for the specific project.
Trademark Responsibility: Client is responsible for ensuring their chosen branding does not infringe on existing trademarks or intellectual property rights of others.
Termination by Designer: Designer may terminate this Agreement:
- (a) if Client fails to make required payment and does not rectify the missed payment within 30 days of receiving written notice; or
- (b) if Client commits a material, non-financial breach (e.g., failing to provide necessary information, approvals, or access needed for the project, violating confidentiality, unprofessional or unethical behavior that disrupts the project) and does not resolve the issue within seven (7) days of receiving written notice.
Termination by Client: Client may terminate this Agreement at any time with written notice.
Rights Upon Termination: In the event of termination before project completion:
- • All payments made are non-refundable
- • Client receives no rights to any work product or concepts created
- • Designer retains full ownership of all work performed
- • Designer may complete and use any concepts developed for other purposes
Good Faith Negotiation: In the event of a dispute, the Parties agree to work toward resolution through good faith negotiation.
Mediation/Arbitration: If a dispute cannot be resolved through negotiation, the Parties agree to submit to binding mediation or arbitration.
Governing Law: This Agreement shall be governed by the laws of the U.S. Virgin Islands.
Jurisdiction: Any legal proceedings shall take place in the U.S. Virgin Islands courts.
Attorney Fees: Each party shall bear their own attorney fees and costs.
Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements.
Amendments: Any changes to this Agreement must be made in writing and signed by both parties.
Severability: If any provision of this Agreement is found to be unenforceable, the remainder shall remain in full force and effect.
Force Majeure: Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control.
Independent Contractor: Designer is an independent contractor and not an employee of Client.
By signing below, both parties agree to be bound by the terms and conditions of this Agreement.
DESIGNER:
CLIENT:
PAYMENT DETAILS
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