Free Branding Contract Template

Fully editable with standard terms and clauses. Send and e-sign it online.

Free Branding Contract Template

Fully editable with standard terms and clauses. Send and e-sign it online.

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Branding Contract

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Branding Contract

Designer
First Name
Last Name
Acme LLC.
Client
First Name
Last Name
Corporation Corp.

This Contract is between Client (the "Client") and Acme LLC (the "Designer").

The Contract is dated [DATE BOTH PARTIES SIGN].

1. WORK AND PAYMENT.

1.1 Project. The Client is hiring the Designer to do the following: Develop and improve brand identity

1.2 Schedule. The Designer will begin work on [START DATE] and will continue until the work is completed. This Contract can be ended by either Client or Designer at any time, pursuant to the terms of Section 6, Term and Termination.

1.3 Payment. The Client will pay the Designer a [PROJECT RATE]. Of this, the Client will pay the Designer[DEPOSIT AMOUNT] before work begins.

1.4 Expenses. The Client will reimburse the Designer's expenses. Expenses do not need to be pre-approved by the Client.

1.5 Invoices. The Designer will invoice the Client at the end of the project. The Client agrees to pay the amount owed within [X DAYS TO PAY] days of receiving the invoice. Payment after that date will incur a [LATE FEE PERCENTAGE]% per month on the outstanding amount.

1.6 Support. The Designer will not provide support for any deliverable once the Client accepts it, unless otherwise agreed in writing.

2. OWNERSHIP AND LICENSES.

2.1 Client Owns All Work Product. As part of this job, the Designer is creating “work product” for the Client. To avoid confusion, work product is the finished product, as well as drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and anything else that the Designer works on—that is, conceives, creates, designs, develops, invents, works on, or reduces to practice—as part of this project, whether before the date of this Contract or after. The Designer hereby gives the Client this work product once the Client pays for it in full. This means the Designer is giving the Client all of its rights, titles, and interests in and to the work product (including intellectual property rights), and the Client will be the sole owner of it. The Client can use the work product however it wants or it can decide not to use the work product at all. The Client, for example, can modify, destroy, or sell it, as it sees fit.

2.2 Designer's Use Of Work Product. Once the Designer gives the work product to the Client, the Designer does not have any rights to it, except those that the Client explicitly gives the Designer here. The Client gives permission to use the work product as part of portfolios and websites, in galleries, and in other media, so long as it is to showcase the work and not for any other purpose. The Client does not give permission to sell or otherwise use the work product to make money or for any other commercial use. The Client is not allowed to take back this license, even after the Contract ends.

2.3 Designer's Help Securing Ownership. In the future, the Client may need the Designer's help to show that the Client owns the work product or to complete the transfer. The Designer agrees to help with that. For example, the Designer may have to sign a patent application. The Client will pay any required expenses for this. If the Client can’t find the Designer, the Designer agrees that the Client can act on the Designer's behalf to accomplish the same thing. The following language gives the Client that right: if the Client can’t find the Designer after spending reasonable effort trying to do so, the Designer hereby irrevocably designates and appoints the Client as the Designer's agent and attorney-in-fact, which appointment is coupled with an interest, to act for the Designer and on the Designer's behalf to execute, verify, and file the required documents and to take any other legal action to accomplish the purposes of paragraph 2.1 (Client Owns All Work Product).

2.4 Designer's IP That Is Not Work Product. During the course of this project, the Designer might use intellectual property that the Designer owns or has licensed from a third party, but that does not qualify as “work product.” This is called “background IP.” Possible examples of background IP are pre-existing code, type fonts, properly-licensed stock photos, and web application tools. The Designer is not giving the Client this background IP. But, as part of the Contract, the Designer is giving the Client a right to use and license (with the right to sublicense) the background IP to develop, market, sell, and support the Client’s products and services. The Client may use this background IP worldwide and free of charge, but it cannot transfer its rights to the background IP (except as allowed in Section 11.1 (Assignment)). The Client cannot sell or license the background IP separately from its products or services. The Designer cannot take back this grant, and this grant does not end when the Contract is over.

2.5 Designer's Right To Use Client IP. The Designer may need to use the Client’s intellectual property to do its job. For example, if the Client is hiring the Designer to build a website, the Designer may have to use the Client’s logo. The Client agrees to let the Designer use the Client’s intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do the Designer's job. Beyond that, the Client is not giving the Designer any intellectual property rights, unless specifically stated otherwise in this Contract.

3. COMPETITIVE ENGAGEMENTS.

The Designer won’t work for a competitor of the Client until this Contract ends. To avoid confusion, a competitor is any third party that develops, manufactures, promotes, sells, licenses, distributes, or provides products or services that are substantially similar to the Client’s products or services. A competitor is also a third party that plans to do any of those things. The one exception to this restriction is if the Designer asks for permission beforehand and the Client agrees to it in writing. If the Designer uses employees or subcontractors, the Designer must make sure they follow the obligations in this paragraph, as well.

4. NON-SOLICITATION.

Until this Contract ends, the Designer won’t: (a) encourage Client employees or service providers to stop working for the Client; (b) encourage Client customers or clients to stop doing business with the Client; or (c) hire anyone who worked for the Client over the 12-month period before the Contract ended. The one exception is if the Designer puts out a general ad and someone who happened to work for the Client responds. In that case, the Designer may hire that candidate. The Designer promises that it won’t do anything in this paragraph on behalf of itself or a third party.

5. REPRESENTATIONS.

5.1 Overview. This section contains important promises between the parties.

5.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.

5.3 Designer Has Right To Give Client Work Product. The Designer promises that it owns the work product, that the Designer is able to give the work product to the Client, and that no other party will claim that it owns the work product. If the Designer uses employees or subcontractors, the Designer also promises that these employees and subcontractors have signed contracts with the Designer giving the Designer any rights that the employees or subcontractors have related to the Designer's background IP and work product.

5.4 Designer Will Comply With Laws. The Designer promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations.

5.5 Work Product Does Not Infringe. The Designer promises that its work product does not and will not infringe on someone else’s intellectual property rights, that the Designer has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the Designer has entered into or will enter into with someone else.

5.6 Client Will Review Work. The Client promises to review the work product, to be reasonably available to the Designer if the Designer has questions regarding this project, and to provide timely feedback and decisions.

5.7 Client-Supplied Material Does Not Infringe. If the Client provides the Designer with material to incorporate into the work product, the Client promises that this material does not infringe on someone else’s intellectual property rights.

6. TERM AND TERMINATION.

This Contract is ongoing until the work is completed. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end in 7 days. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 11.4. The Designer must immediately stop working as soon as it receives this notice, unless the notice says otherwise. The Client will pay the Designer for the work done up until when the Contract ends and will reimburse the Designer for any agreed-upon, non-cancellable expenses. The following sections don’t end even after the Contract ends: 2 (Ownership and Licenses); 3 (Competitive Engagements); 4 (Non-Solicitation); 5 (Representations); 8 (Confidential Information); 9 (Limitation of Liability); 10 (Indemnity); and 11 (General).

7. INDEPENDENT CONTRACTOR.

The Client is hiring the Designer as an independent contractor. The following statements accurately reflect their relationship:

- The Designer will use its own equipment, tools, and material to do the work.- The Client will not control how the job is performed on a day-to-day basis. Rather, the Designer is responsible for determining when, where, and how it will carry out the work.- The Client will not provide the Designer with any training.- The Client and the Designer do not have a partnership or employer-employee relationship.- The Designer cannot enter into contracts, make promises, or act on behalf of the Client.- The Designer is not entitled to the Client’s benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).- The Designer is responsible for its own taxes.- The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for the Designer or any of the Designer's employees or subcontractors.

8. CONFIDENTIAL INFORMATION.

8.1 Overview. This Contract imposes special restrictions on how the Client and the Designer must handle confidential information. These obligations are explained in this section.

8.2 The Client’s Confidential Information. While working for the Client, the Designer may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Designer promises to treat this information as if it is the Designer's own confidential information. The Designer may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Designer use a customer list to send out a newsletter, the Designer cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Designer written permission to use the information for another purpose, the Designer may use the information for that purpose, as well. When this Contract ends, the Designer must give back or destroy all confidential information, and confirm that it has done so. The Designer promises that it will not share confidential information with a third party, unless the Client gives the Designer written permission first. The Designer must continue to follow these obligations, even after the Contract ends. The Designer's responsibilities only stop if the Designer can show any of the following: (i) that the information was already public when the Designer came across it; (ii) the information became public after the Designer came across it, but not because of anything the Designer did or didn’t do; (iii) the Designer already knew the information when the Designer came across it and the Designer didn’t have any obligation to keep it secret; (iv) a third party provided the Designer with the information without requiring that the Designer keep it a secret; or (v) the Designer created the information on its own, without using anything belonging to the Client.

8.3 Third-Party Confidential Information. It’s possible the Client and the Designer each have access to confidential information that belongs to third parties. The Client and the Designer each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the Designer is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.

9. LIMITATION OF LIABILITY.

Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.

10. INDEMNITY.

10.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or the Designer or both. For example, if the Client gets sued for something that the Designer did, then the Designer may promise to come to the Client’s defense or to reimburse the Client for any losses.

10.2 Client Indemnity. In this Contract, the Designer agrees to indemnify the Client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of: (i) the work the Designer has done under this Contract; (ii) a breach by the Designer of its obligations under this Contract; or (iii) a breach by the Designer of the promises it is making in Section 5 (Representations).

10.3 Designer Indemnity. In this Contract, the Client agrees to indemnify the Designer (and its affiliates and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.

11. GENERAL.

11.1 Assignment. This Contract applies only to the Client and the Designer. The Designer cannot assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the Client’s written permission. In contrast, the Client may assign its rights and delegate its obligations under this Contract without the Designer's permission. This is necessary in case, for example, another Client buys out the Client or if the Client decides to sell the work product that results from this Contract.

11.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.

11.3 Modification; Waiver. To change anything in this Contract, the Client and the Designer must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.

11.4 Notices.

(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party’s address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.

(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.

11.5 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that’s the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.

11.6 Signatures. The Client and the Designer must sign this document using Bonsai’s e-signing system. These electronic signatures count as originals for all purposes.

11.7 Governing Law. The laws of the state of California govern the rights and obligations of the Client and the Designer under this Contract, without regard to conflict of law principles of that state.

11.8 Entire Contract. This Contract represents the parties’ final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.

THE PARTIES HERETO AGREE TO THE FOREGOING AS EVIDENCED BY THEIR SIGNATURES BELOW.

Designer
First Name
Last Name
Acme LLC.
Client
First Name
Last Name
Corporation Corp.

Free Branding Contract Template

Fully editable with standard terms and clauses. Send and e-sign it online.

Free Branding Contract Template

Fully editable with standard terms and clauses. Send and e-sign it online.

Bonsai has helped create 1,023,928 documents and counting.

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business owners

Date: March 8th 2023


Between:

Coach:

First_name
Last_name
Acme LLC.
Client:

First_name
Last_name
Corporation Corp.

This Contract is between Client (the "Client") and Acme LLC, a California limited liability company (the "Coach").

The Contract is dated January 23, 2023.

1. WORK AND PAYMENT.

1.1 Project. The Client is hiring the Coach to develop a coaching relationship between the Client and Coach in order to cultivate the Client's personal, professional, or business goals and create a plan to achieve those goals through stimulating and creative interactions with the ultimate result of maximizing the Client's personal or professional potential.

1.2 Schedule. The Coach will begin work on February 1, 2023 and will continue until the work is completed. This Contract can be ended by either Client or Coach at any time, pursuant to the terms of Section 4, Term and Termination.

The Coach and Client will meet by video conference, 4 days per month for 2 hours.

1.3 Payment. The Client will pay the Coach an hourly rate of $150. Of this, the Client will pay the Coach $500.00 (USD) before work begins.

1.4 Expenses. The Client will reimburse the Coach's expenses. Expenses do not need to be pre-approved by the Client.

1.5 Invoices. The Coach will invoice the Client in accordance with the milestones in Section 1.3. The Client agrees to pay the amount owed within 15 days of receiving the invoice. Payment after that date will incur a late fee of 1.0% per month on the outstanding amount.

1.6 Support. The Coach will not be available by telephone, or email in between scheduled sessions.

2.DUTIES AND RESPONSIBILITIES.

- A coaching relationship is a partnership between two or more individuals or entities, like a teacher-student or coach-athlete relationship. Both the Client and Coach must uphold their obligations for the relationship to be successful.

- The Coach agrees to maintain the ethics and standards of behavior established by the International Coaching Federation (ICF).

- The Client acknowledges and agrees that coaching is a comprehensive process that may explore different areas of the Client's life, including work, finances, health, and relationships.

- The Client is responsible for implementing the insights and techniques learned from the Coach.

3. REPRESENTATIONS.

3.1 Overview. This section contains important promises between the parties.

3.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.

3.3 Coach Has Right To Give Client Work Product. The Coach promises that it owns the work product, that the Coach is able to give the work product to the Client, and that no other party will claim that it owns the work product. If the Coach uses employees or subcontractors, the Coach also promises that these employees and subcontractors have signed contracts with the Coach giving the Coach any rights that the employees or subcontractors have related to the Coach's background IP and work product.

3.4 Coach Will Comply With Laws. The Coach promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations.

3.5 Work Product Does Not Infringe. The Coach promises that its work product does not and will not infringe on someone else's intellectual property rights, that the Coach has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the Coach has entered into or will enter into with someone else.

3.7 Client-Supplied Material Does Not Infringe. If the Client provides the Coach with material to incorporate into the work product, the Client promises that this material does not infringe on someone else's intellectual property rights.

4. TERM AND TERMINATION

This Contract is ongoing until it expires or the work is completed. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end in 7 days. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 9.4. The Coach must immediately stop working as soon as it receives this notice unless the notice says otherwise.

If either party ends this Contract before the Contract automatically ends, the Client will pay the Contractor for the work done up until when the Contract ends. The following sections don't end even after the Contract ends: 3 (Representations); 6 (Confidential Information); 7 (Limitation of Liability); 8 (Indemnity); and 9 (General).

3. INDEPENDENT CONTRACTOR.

The Client is hiring the Coach as an independent contractor. The following statements accurately reflect their relationship:

- The Coach will use its own equipment, tools, and material to do the work.

- The Client will not control how the job is performed on a day-to-day basis. Rather, the Coach is responsible for determining when, where, and how it will carry out the work.

- The Client will not provide the Coach with any training.

- The Client and the Coach do not have a partnership or employer-employee relationship.

- The Coach cannot enter into contracts, make promises, or act on behalf of the Client.

- The Coach is not entitled to the Client's benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).

- The Coach is responsible for its own taxes.

- The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for the Coach or any of the Coach's employees or subcontractors.

6. CONFIDENTIAL INFORMATION.

6.1 Overview. This Contract imposes special restrictions on how the Client and the Coach must handle confidential information. These obligations are explained in this section.

6.2 The Client's Confidential Information. While working for the Client, the Coach may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Coach promises to treat this information as if it is the Coach's own confidential information. The Coach may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Coach use a customer list to send out a newsletter, the Coach cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Coach written permission to use the information for another purpose, the Coach may use the information for that purpose, as well. When this Contract ends, the Coach must give back or destroy all confidential information, and confirm that it has done so. The Coach promises that it will not share confidential information with a third party, unless the Client gives the Coach written permission first. The Coach must continue to follow these obligations, even after the Contract ends. The Coach's responsibilities only stop if the Coach can show any of the following: (i) that the information was already public when the Coach came across it; (ii) the information became public after the Coach came across it, but not because of anything the Coach did or didn't do; (iii) the Coach already knew the information when the Coach came across it and the Coach didn't have any obligation to keep it secret; (iv) a third party provided the Coach with the information without requiring that the Coach keep it a secret; or (v) the Coach created the information on its own, without using anything belonging to the Client.

6.3 Third-Party Confidential Information. It's possible the Client and the Coach each have access to confidential information that belongs to third parties. The Client and the Coach each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the Coach is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.

7. LIMITATION OF LIABILITY.

Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.

8. INDEMNITY.

8.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or the Coach or both. For example, if the Client gets sued for something that the Coach did, then the Coach may promise to come to the Client's defense or to reimburse the Client for any losses.

8.2 Client Indemnity. In this Contract, the Coach agrees to indemnify the Client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of: (i) the work the Coach has done under this Contract; (ii) a breach by the Coach of its obligations under this Contract; or (iii) a breach by the Coach of the promises it is making in Section 3 (Representations).

8.3 Coach Indemnity. In this Contract, the Client agrees to indemnify the Coach (and its affiliates and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.

9. GENERAL.

9.1 Assignment​. This Contract applies only to the Client and the Coach. Neither the Client nor the Coach can assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the other's written permission.

9.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.

9.3 Modification; Waiver. To change anything in this Contract, the Client and the Coach must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.

9.4. Noticies.

(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party's address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.

(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.

9.5 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that's the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.

9.6 Signatures. The Client and the Coach must sign this document using Bonsai's e-signing system. These electronic signatures count as originals for all purposes.

9.7 Governing Law. The validity, interpretation, construction and performance of this document shall be governed by the laws of the United States of America.

9.8 Entire Contract. This Contract represents the parties' final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.

THE PARTIES HERETO AGREE TO THE FOREGOING AS EVIDENCED BY THEIR SIGNATURES BELOW.

Coach

First_name
Last_name
Acme LLC.
Client

First_name
Last_name
Corporation Corp.
Table of contents

What is a branding contract?


A branding contract is a document that states the branding services provided by an independent contractor to a client. It’s where you outline all of the work you’ll be doing, the time it’ll take, and the fees you’ll charge. It also states the applicable law for the contract if there’s a breach by either party.

Put simply, a branding contract is the most important document in any branding-related business relationship. It essentially outlines the terms and conditions of the agreement, and provides details on conflict resolution in the event there’s a disagreement or misunderstanding.  

Providing a professional and comprehensive legally-vetted contract highlights the quality of freelancer you are. It proves that you're able to legitimize your business, safeguard your payment, and legally protect you and your client. 

All of this protects your reputation—and we know how important this is when it comes to branding. 

A template enables you to save time drafting business documents and ensures you’ve included all the necessary information. This then allows you to focus more time and energy on the things you actually enjoy: your creative branding work!

Note: Ready to get started? Sign up to Bonsai to use our free branding contract template today. Plus, if you’re in need of any other contract templates, you’ll find them here.


What to include in your branding contract 


Now that you understand what a branding contract is, let’s get down to the nitty-gritty. Although every business relationship is different, the backbone of a contract doesn’t change—especially since this is a legally binding agreement and some details must be included.

What exactly should you include in your branding contract:

  • Parties’ details
  • Definitions
  • Scope of work
  • Deliverables and milestones
  • Feedback and approval processes
  • Payment terms and tax documentation
  • Intellectual property
  • Limitation of purpose
  • Non-exclusivity
  • Confidentiality agreements
  • Termination
  • Dispute resolution

We’ll now explain each of these sections in detail.

Bonsai top tip: If you want to know more about the specifics of writing a contract—including how to pull it all together—head over to how to write a contract page to learn the ins and outs of contracts and agreements.

Party’s details

Since a contract is a legally binding document, the first thing you need to do is define who this document is binding. Who is the service provider, the client, or any other party involved? It’s also important to state whether the client represents themselves or a legal entity.

To clearly state who the parties are, you need to include their legal name, business address, email address, and sometimes even include personal or tax ID numbers. This is the legal information needed if any legal action needs to be taken against one party. 

Definitions

As with any legal document, you want to make sure everyone is on the same page. By providing the terms that you'll be using and their legal definitions, you're ensuring that all the parties agree on what’s about to be discussed. 

Additionally, when searching for the definitions and terms that you'll use, you need to make sure that they follow the governing law of your state, country, and industry. It's not the same writing a contract for design services in Colombia as it is writing one for marketing services in Hungary. 

Ensure that you understand your country and industry requirements in a contract. 

Scope of work

This section makes sure everyone is clear on what you, the branding expert, will be providing as part of your services. The scope of the project describes how you’ll go about achieving the aims and objectives of the project, and how you’ll meet the client’s wishes.

This section is super important—it’s where you get your teeth stuck into the project and its requirements. Here you're defining the offer—this information is what the client agrees to or rejects when signing the contract. Of course, there is the rest of the contract, but this is one of the most important bits.

Deliverables and milestones

Once you've been clear about the project's objectives and the services you'll perform, now it’s time to provide a detailed description of the deliverables and milestones. This will help you deliver the project in a timely manner.

Branding projects—and creative projects in general—aren't always easy when it comes to  pinpointing a specific set of deliverables. Mainly because most of the time, the people who hire the creatives don't really understand the nooks and crannies of the work at hand. 

Some business owners believe that the brand identity can be developed by spending a few minutes in photoshop. The reality is: that couldn't be further from the truth. 

Creative projects and such services take time. As a freelancer, you should be able to estimate the delivery times of your services and the main milestones of your project. This way both you and the other party agree on the set timeline for deliverables and won't have any problems further down the road. 

Feedback and approval processes

There’s nothing worse than starting a job that you think will last a few months, only to have to deal with endless revisions and feedback. 

You avoid this by being extremely detailed on the deliverables and milestones, and by stating the feedback and approval processes during the project. 

How many revisions will you allow? How should the feedback be given to you? How much time does your client have to request changes? All of this information is important for a transparent and smooth project. 

It gives you the peace of mind of knowing that there’s a clear end-point to the project. 

Payment terms and tax documentation

Once the parties know what is being agreed on, you need to make sure you’re getting paid for your hard work! 

Here you specify payment details:

  • Which methods are available?
  • When are payments expected? 
  • Does the client need to pay upfront? 
  • Does the client pay once everything has been delivered or approved? 
  • Are there any special rates for work outside of the scope of the contract? 

It’s best to receive prior written consent of the payment methods and amounts—there’s no point spending time crafting a contract that the client will immediately reject due to the payment terms. Make sure the client acknowledges and accepts the payment schedule and knows when and how final payment is due.

Bonsai top tip: Use a service quotation template to discuss payment details for such services before signing the contract. 

Intellectual property

Most creative work requires decisions to be made surrounding intellectual property rights and copyrights. 

Usually, when you're developing a client's brand and identity, you withhold the copyrights of your designs until the work has been completed and paid in full. Once you've finished the project, you'd normally assign the copyrights and trademark to the client. 

Although this is how it typically works, you need to state this as clearly as possible for it to 100% apply to your contract. Otherwise, clients might feel uneasy about final ownership and IP—it’s essential that you clarify it’ll end up as their exclusive property upon project completion. 

Limitation of purpose

Branding is all about consistency and the right use of creative work. This is why you might need to add a clause about the limitation of purpose stating how your work should be presented and used. 

You might also wish to resign liability in case the images, logo, or other branding elements are used inappropriately by the client. You don’t want to be held accountable for any client issues.

Non-exclusivity

When you add a non-exclusivity clause to a contract, you're making sure that you, as a freelancer, can continue to do other work with other companies during the period that the contract is active. You agree to work with them, but not only for them.

Of course, this might depend on how you're planning on working with them, but it's always something good to think about adding. 

Confidentiality agreement

Branding is all about awareness and brand recognition. However, this doesn't mean that your client would like you to share their trade secrets or discuss their project—or even brand—with others. Make sure you and your client understand what needs to be kept confidential during the project's timeline. 

Also, ensure you're stating when this confidentiality will come to an end—you might like to include their logo or testimonials on your page for marketing purposes. If confidentiality continues after the project is done, you might not be able to do so. 

Discuss how confidential information will be handled with the client and consider this clause on a case-by-case basis.

Termination

What constitutes the end of the project? State whether it ends when the project is completed, whether there is a due date, or if a written notice could be provided by either party to terminate the agreement. 

Failing to state when termination is allowed and its different scenarios—whether it is by completion or by breach of contract—can put both parties in a difficult position. Such failure should be avoided in all contracts—not just your branding contracts.

Dispute resolution

Although we all want business relationships to go smoothly from the first handshake to the final round of revisions, this sadly isn’t always the case. 

Problems can arise due to late payments, confidentiality conflicts, or even because of personal disputes among the parties. When this happens, you need to have some guidelines for how to handle the situation.

Of course, you could just impersonate your favorite Hollywood courtroom drama actor and scream, "see you in court!". However, it's better to handle things over a coffee table than a court stand

Ensure your contract states how conflicts can be resolved as quickly and smoothly as possible. Additionally, as both parties sign the agreement before any disputes arise, you increase the chances of an amicable agreement. People are less likely to act up if they’re well aware of the (hefty) consequences of their actions. 

A contract is a document that provides reasonable control to each party over the business relationship's course. Ensure you're covered on all fronts by including the sections and clauses described above—make your contract bulletproof!

Why use a branding contract template?


Writing a branding contract can take some time as you need to be as detailed and specific as possible—it’s your legal suit of armor, after all. 

This is why using a template can be a lifesaver—you don’t have to start fresh every time you come across a new business relationship. You can just modify your template, and have it ready for signature in a matter of minutes.

A contract is not just a stack of paper you sign. It's the start of a hopefully successful business venture. So, make sure you start with your best foot forward by using a legally-vetted and professional-looking template. 

Benefits of using a branding contract template

Although you could decide to not use a template and spend loads of hours drafting your very own contract—we don’t recommend it. You’ll likely end up wasting your valuable energy and time. Other than saving you time, what else is a branding contract template good for?

Let’s have a look at the biggest benefits of using a contract template:

  • It’s legally bulletproof: if you’re using a template that has been legally vetted by lawyers and contains all the necessary information and terms to protect you legally, you’re on the right track.
  • Highlights your professionalism: as a branding expert you know a thing or two about the impression you leave on the world. If your clients can see that you apply yourself to making every business relationship clear from the get-go, you’re showcasing the best of your professionalism. 
  • Consistency every time: again, as the branding expert that you are, you understand that showing great professionalism won’t work if you only do it once. Being consistent with the work that you do, and the documents that you share with your clients is guaranteed to sustain your good reputation. 

Although you can appreciate the many advantages that using a professional template can bring, you must be aware of what to avoid when creating yours.

Here are three tips we advise you to follow when finding and editing your template:

  • Make sure it is legally vetted: when looking for the right contract for you, make sure you’re using a template that has been approved by lawyers. Most importantly, make sure it works for your state, country, or industry. 
  • Ensure it includes everything you need: as we mentioned above all contracts must include certain sections in order to be bulletproof. Make sure you check that the contract you use includes all of this information and details.
  • Never forget to proofread: resist the temptation to send off your contract without double-checking—you want to know exactly what’s in your contract. 

Creating a branding contract is simple with Bonsai 

You’ve just learned what makes a professional and legal branding contract great—now all you have to do is create one. 

Bonsai provides a wide variety of contracts and other key templates for your business—invoices, quotations, proposals, etc. You name it—Bonsai has it. 

The best part is that Bonsai templates are 100% customizable, allowing for a more personal delivery and approach. This allows you to:

  • Modify sections
  • Add online payment options
  • Schedule a send-out date 
  • Use a previously used contract as a new template
  • Add your brand’s logo, color palette, and typography

Simply download, edit, and sign to get started—sign up today to join the 500,000+ freelancers and SMBs that already love Bonsai.

Branding contract FAQs


Do you really need a branding contract?

Absolutely! All the work you do is valuable, and as such, you need to protect it. By having a bulletproof contract—like the one you can create when using Bonsai's templates—you're making sure to protect all your hard work. 

What should a branding contract include?

Although a contract can include much more than the bare minimum, there’s a contract backbone you should aim to include.

Your contract should include:

  • Parties details
  • Definitions
  • Scope of work
  • Deliverables and milestones
  • Feedback and approval processes
  • Payment terms and tax documentation
  • Intellectual property
  • Limitation of purpose
  • Non-exclusivity
  • Confidentiality agreements
  • Termination
  • Dispute resolution

Thankfully, all of this important information is already included when using one of Bonsai's contract templates—whether it is for branding or any other. All you'll need to do is edit it, proofread the entire agreement, and send it out!


Frequently Asked Questions
Questions about this template.