Branding Contract Template

Create a branding contract in minutes with clear terms and a professional layout. E-signatures included to sign, store, and track approvals all in Bonsai.
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What is a branding contract template?

A branding contract template is a reusable document blueprint that sets clear expectations for branding and brand identity projects. It outlines the scope, deliverables, rights, and payment terms so both freelancers, studios, and small agencies know what to expect before work begins. This template is designed to cover core branding work—logos, visual identity systems, brand guidelines, collateral, and related creative services—across multiple clients and languages.

Definition and purpose

A branding contract template (or contrato de branding / brand design contract template) is a pre-drafted agreement used to set clear expectations between a designer/agency and a client for branding or identity design work. It serves as a foundation that both sides can trust, reducing misunderstandings from the start. By outlining what will be delivered, when decisions and approvals occur, who owns the rights to the assets, and how fees are handled, the template helps align goals before any sketches are created.

In practice, the template protects both parties by detailing deliverables, timelines, approvals, usage rights, and fees before any creative work starts. Common deliverables include logo systems (primary, secondary, and lockups), color palettes, typography, mood boards, brand guidelines, and collateral templates like business cards or social assets. Timelines establish milestones and sign-off gates, while usage rights specify how the client may use the assets after payment. Fees and payment milestones are spelled out to prevent surprises and ensure cash flow aligns with progress.

Beyond protection, a branded contract template provides a consistent framework that can be reused across projects and clients. This consistency helps with future negotiations and scales more easily as your studio grows. It also makes translation or adaptation straightforward when you work in multiple languages, such as English and Spanish (contrato de branding), fostering smoother international collaboration.

When to use a branding contract

A branding contract should be used in the typical scenarios where branding work is involved, from initial concept to final delivery. For a new logo and visual identity project, the contract clarifies scope (logo variations, color system, typography, guidelines) and sets a realistic timeline—often 2–6 weeks depending on complexity. Having terms upfront helps both sides stay aligned on milestones, approvals, and deliverables, reducing the chance of scope creep.

Full rebrands or brand refreshes naturally involve a broader scope, including market research, brand strategy, messaging, identity, and guidelines. These projects commonly run 6–12 weeks, with additional time for stakeholder workshops and testing. Brand strategy plus identity work often warrants a combined package with a longer timeline and staged approvals. For ongoing brand support retainers, contracts specify monthly deliverables, hours, and renewal terms. Even small one-off brand design tasks (like a logo only) should use a branding agreement template to avoid scope creep and disputes.

Key benefits of working from a template

Using a reusable branding contract template speeds up onboarding for new clients. In practice, you can move from inquiry to proposal and contract in 1–2 days instead of 5–7, especially when you already have approved language and checklists. This efficiency also helps you present a professional, polished first impression that sets client expectations from day one. Additionally, templates ensure you use consistent terms across clients, which reduces wording gaps and legal risk.

Templates minimize missed clauses and miscommunications, making it easier to scale your business. They enable quick customization for different project sizes—adjusting deliverables, timelines, and fees without rewriting the entire document. This consistency supports a more professional client experience, with clear language and predictable processes. Finally, templates simplify translation or adaptation for multilingual work; for example, a well-structured English contract can be efficiently rendered into Spanish as contrato de branding, helping you serve international clients without starting from scratch.

Core elements of a branding contract

This section breaks down the non‑negotiable pieces every Branding Contract Template should include for 2025. You’ll learn how to spell out brand‑specific details like identity deliverables, revision rounds, milestones, file formats, and usage rights, with practical wording you can adapt to your process. For example, typical identity packages for small businesses range from $4,000 to $15,000, while more extensive rebrands can go above $50,000. Use this as a guide to create clear, actionable terms that prevent scope creep and protect both sides.

Parties and project overview

Clearly identify the parties with full legal names and current contact details, then add a concise project overview that frames the work. This helps everyone start from the same understanding and reduces back‑and‑forth later. For example, you might include the client’s legal name, registered business address, and the designer or agency’s legal name and primary contact information.

In the project overview, describe what the branding effort entails at a high level, so the rest of the contract fits neatly. A typical wording could be: “development of a new visual identity including logo, color palette, typography, and basic brand guidelines for [Client Name].” Keep this section simple but specific enough to guide scope, approvals, and milestones as the project progresses.

Scope of work and branding deliverables

Outline what is included in the contract by listing the branding deliverables and clarifying expectations. This helps prevent confusion about what will be delivered and in what form. Include the main components you plan to provide and the level of detail clients can expect.

To make scope clear, specify items such as the number of logo concepts, final logo versions, color palette, typography system, brand guidelines document, social media templates, stationery templates, and any additional collateral. For example, you might state: “2 concept logo directions, 1 final logo lockup, color palette with primary and secondary colors, typography system with 2‑3 fonts, brand guidelines document (8–12 pages), social media templates (Instagram/Tacebook), and business card and letterhead templates.” Also note the level of detail in the brand guidelines so there’s no confusion about what is included and what isn’t.

  • Logo concepts and final files
  • Color palette (primary, secondary, and tints/shades)
  • Typography system (primary and secondary typefaces)
  • Brand guidelines document (usage rules, do’s and don’ts)
  • Social media templates and stationery templates
  • Additional collateral (e.g., business cards, letterhead, email templates)

Timeline, milestones, and approvals

Set realistic timelines and key milestones so both sides know when to expect progress and feedback. Break the project into clear stages like discovery, initial concepts, refinement rounds, final approval, and delivery. Include specific review windows so there is accountability and a predictable path to completion. For example, you can say how many days the client has to review each stage and how approvals will be communicated (for instance, via email confirmation).

Many brand design contracts include a clause about limited review opportunities, such as two review rounds, with extra charges for additional revisions. Note how delays will affect delivery—if the client doesn’t respond within the designated window, you may adjust the timeline accordingly. This helps protect both parties from endless loops and keeps the project moving forward on a realistic schedule.

Revisions and change requests

Define how many revision rounds are included and what counts as a revision versus a new direction. Clear language here protects both sides from endless feedback while giving clients a fair chance to refine the brand. Specify what happens when extra changes are requested beyond the included rounds and how those changes will be billed.

A practical approach is to state: “The project includes up to X rounds of revisions at each stage. Additional revisions, new concepts, or changes requested after final approval will be billed at [rate] or will require a new agreement.” This keeps the project focused and lets clients know how to request meaningful refinements without stalling progress.

File formats and final deliverables

List the common file formats and variations clients expect at delivery. This helps avoid last‑minute misunderstandings and ensures everyone has what they need to use the brand across channels. Include both vector and raster options and note color modes to be used.

Specify which formats and logo variations are included (primary, secondary, icon mark, horizontal/vertical layouts) and state that any additional formats or variations beyond the defined list may incur extra fees. Common inclusions are vector AI, EPS, SVG, high‑resolution PNG and JPG, print‑ready PDF, and color modes CMYK, RGB, and Pantone. By naming formats up front, you prevent last‑minute requests from derailing delivery timelines.

Payment terms and billing structure

Outline the payment structure clearly so both sides know when money changes hands and under what conditions. A simple, transparent plan reduces disputes and helps keep the project on track. Include the total project fee, deposits, milestone payments, and the final balance, with clear due dates for each payment.

Common patterns for branding projects include 50% upfront and 50% on delivery, or staged payments tied to milestones. Also state accepted payment methods, any late fees, and what happens if invoices are not paid on time. This section should tie to invoices but stay focused on contract terms, not on invoice formatting.

  • Total project fee
  • Deposit or retainer amount
  • Milestone payments and due dates
  • Final balance due on delivery
  • Accepted payment methods and late fees

Ownership, copyright, and usage rights

Explain how intellectual property is handled in the branding agreement. Draw a clear line between ownership of final assets and ownership of rejected concepts and working files. Include when ownership transfers, and what rights the client receives once transfer occurs.

Specify whether the client gains worldwide, perpetual, exclusive use of the final logo and brand assets, and whether the designer may display the work in their portfolio or case studies. Clear language helps both sides understand how the brand can be used, where it can appear, and under what conditions. In 2025, this clarity is especially important as brands increasingly publish case studies across multiple channels and regions.

Client responsibilities and collaboration

Describe what the client must provide to move the project forward. This keeps the process smooth and on schedule. Typical requirements include brand questionnaires, access to existing assets, key stakeholder input, and timely feedback.

Include language that delays caused by missing information or slow responses will extend timelines and may affect delivery dates. Emphasize that branding is a collaborative process, not a one‑way handoff. This helps set expectations and encourages proactive client participation to achieve the best results.

Confidentiality, cancellation, and termination

Outline confidentiality obligations so sensitive information and unreleased concepts stay protected. Clarify what happens if either party cancels the project, including how deposits are treated, payment for work completed to date, and rights to work in progress. A solid confidentiality and termination clause protects both sides if priorities change or the project is paused.

In addition to protecting trade secrets and sensitive materials, include practical terms for cancellation, such as non‑refundable deposits and the disposition of any materials created so far. State how ownership of in‑progress work will be handled and whether either party can terminate with cause or without cause, and what notice is required. This creates a clear exit path without harming professional relationships.

How to customize a branding contract template

Customizing a branding contract template is about turning a generic document into a client-ready agreement that fits your services, pricing, and risk comfort. This guide shows practical, repeatable steps you can use for every new engagement, so you can match the contract to your branding work without reinventing the wheel. You’ll learn how to align scope and deliverables, set realistic timelines, shape payment terms, adjust legal language, and localize the document for different regions. By following these steps, a freelancer or small studio can move fast while keeping all parties aligned from day one.

To align the template with your branding services

The first step is to map your actual branding services to the contract sections. If you offer packages like logo-only, visual identity, full brand system, and ongoing support, you can tune the scope and deliverables for each package rather than rewriting the whole contract. For a logo-only project, set Deliverables to logo files in vector and raster formats (AI, EPS, PDF, PNG, JPG), a basic color palette, and a simple usage guide. For visual identity, add a color system, typography, and a basic brand mood board. For a full brand system, include brand guidelines, an asset library, templates, and a rollout plan. For ongoing support, define maintenance tasks and response times to keep expectations clear.

Create base versions of the template—one for simple logo projects and one for full brand identity—and keep the rest of the document consistent. When you engage a new client, copy the base version and toggle the relevant clauses instead of rewriting everything. This keeps terminology consistent and speeds up contracting. Name files clearly, for example “Brand Contract Template – Logo Only v1” and “Brand Contract Template – Full Brand Identity v1,” and use redlines to track changes so you can review before sending.

To set realistic timelines and review rounds

Calibrating timelines and review rounds helps you set clear expectations that stay realistic across clients. Start with a base rule: a basic logo project often uses 1–2 concept rounds and 1–2 revision rounds, while a full branding package typically requires more steps and longer cycles. By tying the number of rounds to project complexity, you keep milestones achievable and avoid scope creep. Remember to specify the exact number of opportunities for review so both sides know what counts as a completed iteration.

To implement this in the contract, add a Timeline and Reviews section that lists concrete numbers and suggested turnaround times. For example, “Concept rounds: 2; Revisions: 2; Client approvals: 1; Estimated turnaround: 5 business days per round.” Update these fields before sending each new agreement, and pad timelines slightly for holidays or weekend gaps. This approach minimizes back-and-forth and reduces the chances of late deliverables while preserving a professional pace.

To tailor payment schedules and pricing

Adapting payment terms to match your pricing model is a must for smooth cash flow. Start by pre-defining your standard models inside the template so you can apply them quickly to any client. For fixed‑fee projects, a common split is 50% upfront, 25% after concept approval, and 25% on final delivery. For phased payments, you might use 25% upfront, 25% after concept approval, 25% at mid‑point, and 25% on final delivery. For ongoing brand support, a monthly retainer works well, with invoices due on receipt or within 15 days of the invoice date. Include clear triggers for each payment, such as “due upon approval of concepts” and “due before final file delivery.”

Keep the template flexible by defining the amounts and dates per client, while keeping the payment models consistent across engagements. When you draft a new agreement, simply adjust the dollar figures and calendar dates, not the entire payment structure. Clear language about invoicing, late fees, and what counts as “delivery complete” helps prevent disputes and ensures you get paid on time every time.

To adjust legal clauses to your risk tolerance

Designers and small agencies can shape key clauses—like liability limits, cancellation, and portfolio rights—based on their risk tolerance and market realities. Keep the language simple and consistent, and avoid heavy legalese that can slow things down. If you decide on preferred positions, such as always non‑refundable deposits or always retaining portfolio rights, bake those into your core branding contract template so you don’t negotiate them case by case.

As you refine your stance, create a standard set of options you can toggle in the document. For example, have a “Deposit Policy” block that states whether deposits are refundable, and a “Portfolio Rights” block that defines who can use final work in marketing. By embedding these choices in the master template, you reduce back-and-forth and keep your pricing and protections consistent across clients and regions.

To reflect language and regional considerations

Language and local law matter, especially if you operate across borders or in multilingual markets. The structural sections stay the same—parties, scope, timelines, payment, and IP—but terms like governing law, currency, and notices should be localized. Some users may need their branding contract template or contrato de branding in multiple languages, and updates to one language should be mirrored in the others to avoid mismatches.

Keep multi‑language versions aligned by centralizing the core clauses and translating only the necessary terms. Use the same headings and structure across languages so users switch between versions without confusion. Before sending, double‑check currency and tax rules for the client’s locale, and ensure any governing law references reflect the appropriate jurisdiction. This approach helps you confidently work with clients in different regions while maintaining contract consistency.

Best practices for using a branding contract

Using a solid Branding Contract Template is essential to protect your time and revenue. In 2025, clear communication, upfront expectations, and formalized processes are the fastest way to prevent misfires on deliverables, revisions, and collaboration. The tips below show practical ways to present, negotiate, and enforce your contract so it actually works for you and your client from day one.

To present the contract alongside your proposal

Sending the contract with your proposal helps clients see the vision and the formal terms in one view.

When you attach the Branding Contract Template with your proposal, the client can read the full scope, the expected deliverables, the timeline, and the payment terms all in one place. This reduces the back-and-forth on questions that slow momentum and helps you appear confident and organized. If the client asks for a change, you’ve already scheduled deliverables and costs, which makes negotiations smoother and fair.

Walk the client through four key sections—deliverables, timelines, revisions, and payment—so nothing is hidden. Use a short, friendly cover note or a single-page highlights section in the PDF to call these items out. In 2025, many designers pair the proposal and contract in Google Docs or a PDF with an integrated e-signature via DocuSign, HelloSign, or PandaDoc to keep the process smooth and auditable.

To set expectations around revisions and feedback

Clarify revisions up front to keep the project moving on schedule.

Specify how many rounds of feedback are included, where feedback happens (scheduled calls or email), and what happens if the client asks for "one more" change. This helps prevent endless loops and protects your calendar and rate card. By stating these points in the contract, you give yourself a clear reference point when discussions drift toward scope or timing, reducing friction and resentment.

Offer a quick pre‑review: a short kickoff call or a written summary that confirms the number of rounds, the process for submitting feedback, and the deadline for each round. When questions arise, reference the exact wording in the contract so everyone stays aligned. Use a project-management tool or shared folder to attach feedback notes and versioned files, ensuring a consistent trail from concept to final delivery.

To avoid scope creep in branding projects

Scope creep is common, but a solid plan can keep it in check.

A detailed scope of work and deliverables helps, but it does not completely eliminate creep. The Branding Contract Template should spell out what is in scope, what counts as an additional item, and how changes are approved. Include a clear change process and milestone-based acceptance so both sides know when a shift requires formal action. This structure reduces emotional reactions because decisions are documented and traceable.

Practical habits matter: always link any new requests back to the contract, issue change orders or updated agreements for major additions (for example, extra collateral, new sub‑brands), and keep written records of approvals. A clear branding contract template makes these adjustments easier and less emotional because the rules were agreed upfront, not debated ad hoc during a tense moment.

To keep communication and approvals in writing

Written approvals protect both sides and keep decisions transparent.

Get written sign‑off on each major milestone, such as concept selection, final logo choice, and final brand guideline approval. Keeping all project communication in one place—like a shared drive, a Notion page, or a dedicated project folder—ensures nothing gets lost and everyone has access to the latest version. Using e‑signature tools provides time stamps and verifiable records, which helps resolve questions long after the project ends.

Promote a culture of written confirmation by summarizing every milestone decision in a brief recap email or notes document and linking it to the contract. This practice protects both designer and client if there are questions later about what was agreed, and it creates a clear, auditable trail for future projects or renewals.

To maintain a consistent client experience

A consistent process across clients builds trust and efficiency.

Using the same core branding contract template across all clients creates a predictable, repeatable workflow. When you encounter recurring issues—such as clients asking for extra formats, late feedback, or added deliverables—refine your template so each new contract better reflects how you truly work. Treat the contract as a living document that improves your workflow and relationships over time, rather than a one‑off form.

Regularly review and adjust the template to cover new services, common questions, and typical revision paths. This keeps onboarding fast and ensures your team can replicate success with confidence. As your business grows, a well‑kept Branding Contract Template becomes a competitive advantage, helping you deliver consistent outcomes and maintain strong client partnerships.

How Bonsai helps manage branding contract templates

Bonsai turns a static branding contract template into a dynamic, reusable workflow that ties contracts directly to clients, projects, and payments. As of 2025, Bonsai's contract tools include master templates, variables, and project-linked records, making it easy to reuse terms across dozens of branding projects. This connected approach reduces admin time, minimizes missed details, and smooths the journey from the first agreement to final delivery for branding work.

To create reusable branding contract templates

You can set up a master branding contract template in Bonsai that includes your standard clauses for scope, timelines, revisions, payment terms, and IP.

In Bonsai you can add variables like client name, project name, fee, and dates so each new contract auto‑fills the right details. This means you configure the structure once and reuse it for every branding or brand identity project without rewriting terms from scratch. For example, when you start a logo and brand identity package for Acme Co., the contract automatically fills in Acme Co. as the client, "Brand Identity for Acme Co." as the project, and the agreed fee (for instance $6,500). If you adjust the revision limit in the master template, all future contracts update automatically, saving you this repetitive work across dozens of projects.

To track and manage branding contracts in one place

Bonsai centralizes all branding agreements so you can see which contracts have been sent, viewed, and signed.

Having contracts linked directly to clients and projects makes it easy to reference the agreed scope, revision limits, and payment schedule during the project. This replaces scattered documents and keeps the entire branding workflow consistent and visible. In practice, you can open a client file, view all related branding contracts, and jump to the exact project page to see the current status, attached files, and upcoming milestones. The result is less time spent hunting files and fewer miscommunications about what was agreed.

To automate approvals, reminders, and downstream steps

Bonsai can automate several steps around branding contracts to keep things moving without constant manual checking. Here are the automations it supports:

  • Sending contracts for e‑signature and capturing legally binding approvals
  • Triggering reminders if a contract hasn’t been signed by a certain date
  • Automatically updating project status once a branding agreement is signed
  • Generating invoices based on the contract’s payment schedule
  • Keeping a record of signed contracts attached to each client and project

With these automations, you cut admin time, reduce the risk of missed signatures, and ensure approvals and payments stay tied to the right branding work.

Frequently asked questions
How do I customize the branding contract template within Bonsai to fit my project?
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Open the branding contract template in Bonsai and edit key sections such as scope, deliverables, timeline, payment terms, ownership and licensing, confidentiality, and termination. You can add your branding guidelines, revise milestones, and save a new version for this project to reuse later.
What essential terms should the branding contract template cover to protect IP and define rights?
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Key terms include scope and deliverables, milestones, payment terms, and ownership and licensing of final branding assets. Also include usage rights, number of revisions, acceptance criteria, confidentiality, and termination. In Bonsai, tailor these clauses per client to clarify remedies and handle scope changes smoothly.
How does using the branding contract template in this workspace help align expectations and reduce disputes with clients?
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It standardizes terms, captures scope, milestones, and acceptance criteria, sets IP ownership, and defines change processes. In Bonsai you can automate reminders, maintain a shared, versioned document, and collect client confirmations within the platform, which minimizes miscommunication and helps resolve issues quickly.
Can I share and track approvals for this branding contract template directly from Bonsai?
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Yes. From the branding contract template, you can invite clients to review, comment, and approve directly in Bonsai. Track approval status, set deadlines, and send reminders. All changes stay in the workspace, allowing you to finalize terms efficiently after the client signs off.
When should I use this branding contract template in my workflow?
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Use this template at the start of any branding project to establish clear terms, protect intellectual property, and ensure both parties agree on deliverables and timelines.
Why use a template instead of creating from scratch?
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Using a template saves time, ensures comprehensive coverage of essential terms, and provides a professional structure, reducing the risk of missing critical elements in your contract.

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Branding Contract Template

Branding Contract

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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.