Branding Contract Template for Your Business

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Have you ever wondered how businesses establish a distinct identity? An identity that differentiates them from the crowd and resonates deeply with their target market? The secret lies in effective branding, and at the heart of every successful branding project is a robust, comprehensive branding contract template. A branding contract is the glue that binds the brand owner and the design agency together, ensuring a successful brand creation process that is seamless, efficient, and legally secure using a branding contract template.

What is a Branding Contract?

business, signature, contract
Business signature contract

Consider yourself as a branding professional about to start a project with a potential client. How do you ensure you’re both on the same page? That’s where a branding contract comes in. A branding contract, also known as a branding agreement, is a legally binding document that outlines the parameters of a branding project between a client and a designer or agency. This contract serves as an agreement delineating the project scope, deliverables, and respective responsibilities, thereby ensuring that both parties have a shared comprehension of the project.

A branding contract not only helps manage expectations but also:

  • Protects intellectual property rights
  • Ensures timely payments
  • Maintains a professional business relationship between the client and the designer or agency
  • May include clauses requiring prior written consent for certain actions, such as using third-party materials or modifying the scope of 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, like a Brand Ambassador template or Logo Design template, you’ll find them here.

Benefits of Using a Branding Contract

You might wonder, why use a branding contract? A branding contract protects your business relationship and ensures both parties are on the same page. It assists in:

  • Managing expectations
  • Safeguarding intellectual property rights
  • Guaranteeing timely payments
  • Preserving a professional business relationship between the client and the designer or agency, who may be an independent contractor.

Plus, it provides the potential to capitalize on brand equity and recognition, thereby increasing visibility and potential financial returns.

When Should You Use a Branding Contract Template?

Branding Contract Template

The versatility of a branding contract is one of its key advantages. It can be used for a variety of situations, including:

  • New business ventures and start-ups
  • Rebranding of established businesses
  • Freelance branding assignments (we also have a freelance graphic design template if you need to protect yourself as well!)
  • Collaborations with branding agencies

For new businesses, a branding contract facilitates the establishment of clear expectations and responsibilities between the business and the branding agency. It safeguards both parties by delineating the scope of work, deliverables, and payment terms.

For rebranding established businesses, a branding contract guarantees that all parties understand the extent of the work, outputs, deadlines, and expectations. It provides legal protection for the business and the branding agency or contractor by detailing the rights and responsibilities of each.

New Business Ventures and Start-ups

For new business ventures and start-ups, a branding contract can significantly alter the game. It helps:

  • Establish a strong identity
  • Differentiate from competitors
  • Build trust with customers
  • Attract talent and investment
  • Curate the business’s overall image

Moreover, it lends a sense of certainty and structure to the branding process, setting the stage for a potent and cohesive brand presence.

The essential components of a branding contract for new businesses include:

  • Acceptance and intention to enter into a legally binding agreement
  • Identification of all parties involved
  • Articulated objectives and methods of the branding project
  • Explicit details and conditions regarding the branding services
  • Arrangements for dispute resolution and contract termination.

Rebranding Established Businesses

For the rebranding of an established business, a branding contract serves as a dependable guide. Rebranding can be a tricky process, fraught with potential pitfalls and misunderstandings. A branding contract provides a roadmap, ensuring consistency and quality in the rebranding process and guaranteeing that the new brand identity is effectively conveyed to the target audience.

A branding contract ensures that all parties understand the extent of the rebranding work, outputs, deadlines, and expectations. It provides legal protection for the business and the branding agency or contractor by detailing the rights and responsibilities of each.

Freelance Branding Assignments

A graphic design contract, such as a free graphic design contract, proves to be an invaluable tool for freelance designers and agencies. It sets forth expectations and safeguards the interests of both the freelancer and the client. Utilizing a graphic design contract template can help in delineating the following:

  • Scope of work
  • Deliverables
  • Timelines
  • Payment terms

This ensures that the entire agreement, including any third party claim, is in place, with client approval being a crucial aspect, as both parties agree.

The contract offers the following benefits:

  • Legal protection for the freelancer’s intellectual property rights
  • Assistance in the resolution of any disputes that may arise during the project, including coverage of reasonable attorneys fees
  • Ensures legal protection for the freelancer’s intellectual property rights when providing such services

Collaboration with Branding Agencies

A branding contract becomes a necessity for businesses intending to collaborate with branding agencies. It serves to:

  • Secure and safeguard a company’s brand identity
  • Delineate the terms, responsibilities, and expectations of the partnership
  • Guarantee a successful transformation during rebranding.

Moreover, a branding contract outlines the expectations and duties of both parties involved in a collaborative branding initiative. It fosters collaboration between a client and a branding agency by:

  • Defining the services
  • Setting realistic expectations
  • Providing a legal basis
  • Outlining a plan of action
  • Encouraging communication
  • Incorporating client feedback.

Download our free Branding Contract Template now!

What Should Be Included in the Branding Contract?

Having explored the importance and applications of a branding contract, we’ll now examine what should be included in one. At its core, a branding contract should encompass information regarding:

  • The parties involved
  • The scope of work
  • Brand strategy and research
  • Design deliverables
  • The revision and feedback process
  • Compensation and payment terms
  • Project timeline and milestones
  • Intellectual property rights

A well-crafted branding contract acts like a blueprint for a successful branding project, where each section plays a significant role in ensuring a smooth and efficient process. It is the road map that guides both parties through each phase of the branding journey, ensuring that every step is clearly defined and agreed upon.

Parties Involved

A branding contract is a two-way street, involving two key players - the client and the designer or agency. The contract should explicitly state the client and designer or agency, along with their respective contact details. Clear contact information facilitates easy and direct communication, which is critical for resolving any issues, clarifying terms, or making adjustments to the contract.

Picture of a contract filled in with information

Scope of Work

The scope of work forms the core of the branding contract. It outlines the specific tasks, deliverables, and responsibilities that the designer or agency will undertake during the branding project. It gives a clear picture of what the branding project entails and sets the expectations for both parties.

Brand Strategy and Research

Brand strategy and research form the foundation of any successful branding project. A branding contract should outline the brand strategy, research, and analysis to be conducted as part of the project. This section ensures that all parties are aligned on the brand’s direction and the steps needed to achieve the desired brand image and recognition.

Design Deliverables

The design deliverables for a branding project, which may involve those who provide graphic design services, can include:

  • Logos
  • Brand guidelines
  • Marketing materials
  • Any other branding assets

Clearly defining these deliverables in the contract ensures that both the client and the designer or agency have a shared understanding of what will be produced as part of the project.

Revision and Feedback Process

The process of revision and feedback is a crucial part of any design project. It allows for adjustments and refinements to be made to the design deliverables.

A well-structured process of feedback and revision can differentiate a good design from a great one.

Compensation and Payment Terms

A branding contract is not complete without addressing compensation and payment terms. It is essential to clearly lay out the payment terms, including the total amount, payment schedule, and any additional fees or expenses. This ensures both parties are in agreement on the financial aspects of the project, and can help prevent any potential disputes down the line.

Image of a payment term sheets

Project Timeline and Milestones

The project timeline and milestones help ensure that the branding project stays on track and is completed in a timely manner. The timeline outlines the start and end dates of the project, while the milestones mark the completion of key deliverables. This provides a clear roadmap for the project and ensures both parties are aligned on the timeline and expectations.

Intellectual Property Rights

Intellectual property rights are an essential aspect of any branding contract. They cover the ownership and licensing of any intellectual property related to the branding project, including logos, brand names, and designs. By addressing intellectual property rights in the contract, both parties can ensure that their rights are protected and that they are in compliance with relevant laws and regulations.

Types of Branding Contracts

Let’s examine the different types of branding contracts. While the structure and content of a branding contract may vary depending on the specific needs and circumstances of the parties involved, most contracts will feature certain key elements. These can include:

  • Non-exclusivity clauses
  • Termination clauses
  • Payment schedules and terms
  • Intellectual property rights
  • Project descriptions
  • Delivery requirements

Essentially, the type of branding contract you select will be determined by the specific requirements of your branding project. Whether you’re a small business owner working with a freelance designer on a one-off project, or a large corporation embarking on a long-term collaboration with a branding agency, there’s a contract type to suit your needs.

Non-Exclusivity Clause

A non-exclusivity clause allows the designer or agency to work with other clients during the project. This clause offers the designer or agency the opportunity to collaborate with multiple clients or companies, potentially leading to increased income and further opportunities.

Termination Clause

The termination clause outlines the conditions under which the contract can be terminated by either party. It stipulates a clear process for termination, including providing written notice, if either party fails to abide by the terms of the agreement.

It’s a safety net that ensures both parties can exit the contract under agreed-upon conditions.

Payment Schedule & Terms

The payment schedule and terms section outlines the agreed-upon payment structure and any penalties for late payments. This section ensures that both parties have a clear understanding of when and how much the client is expected to pay.

Intellectual Property Rights

The intellectual property rights section in a branding contract outlines the ownership and licensing of intellectual property rights for the project. This section ensures that the creative work produced during the branding project is protected, and that the rights to use this work are clearly defined.

Project Description

The project description provides a detailed overview of the branding project, including its objectives and goals. It ensures that both parties have a clear understanding of what the project entails, and what is expected as a result of the project.

Delivery Requirements

The delivery requirements section specifies the format and method of delivery for the final branding assets. This section ensures that the client receives the final deliverables in a suitable format and in a timely manner.

Download our free Branding Contract Template now to guarantee clarity in your client collaborations.

A Guide to Using the Branding Contract Template

Using Branding Contract Template
A women creating a branding contract

So, how should you utilize a branding contract template? Whether you’re creating a branding contract from scratch or using a pre-made template, it’s important to ensure that the contract is tailored to your specific needs. Here’s a step-by-step guide to help you navigate the process of using a branding contract template.

Each step, from downloading and accessing the template, understanding your needs and scope, modifying the template sections, inputting specific details, reviewing intellectual property clauses, to setting payment terms and conditions, is pivotal to creating a comprehensive and effective branding contract.

Download and Access the Template

The initial step in utilizing a branding contract template is to download and open the template. The easiest way to get started is obviously to use Bonsai !

Understand Your Needs and Scope

Before you begin to fill out the template, understanding your needs and the scope of your branding project is important. What are your objectives? What are the deliverables? What is your timeline? These are some of the questions that you need to answer before you start customizing the template.

Customize the Template Sections

With a clear understanding of your needs and scope, you can start modifying the template sections to correspond with your project. This involves modifying the contract language, adding or removing clauses, and including specific details that pertain to your project.

Insert Specific Details

Once you’ve customized the template sections, the subsequent step is to input specific details about your project. This includes details about the parties involved, the scope of work, and the payment terms.

Review Intellectual Property Clauses

The subsequent step is to examine the intellectual property clauses in the contract to ensure your rights and interests are protected. This involves checking the ownership and licensing of intellectual property rights for the project, including any usage of such third party materials.

Set Payment Terms and Conditions

Lastly, setting clear payment terms and conditions in the contract is important. This includes the payment schedule, the amount, and any additional fees or expenses. Having clear payment terms can help prevent disputes and ensure a smooth working relationship.

How to Draft Your Perfect Branding Contract

This section provides a comprehensive guide on how to formulate an effective branding contract tailored to your specific branding project needs.

Gather the Necessary Information and Documentation

This crucial step involves assembling all the relevant data and documents that will be needed for the branding project. It might include client details, project scope, design references, and any other relevant materials. This preparatory stage ensures a smooth flow of work once the branding project kicks off.

Decide on Payment Terms, Service Providers, and Delivery Requirements

Deciding on the payment terms, service providers, and delivery requirements is a pivotal step in the process of drafting a branding contract.

The payment terms should be clearly defined to prevent any misunderstandings or disputes in the future. This includes specifying the amount to be paid, the payment schedule, and the method of payment. It is also essential to outline any penalties for late payments or non-payment.

The choice of service providers is another crucial aspect. You should carefully consider who will be providing the various services required for the branding project. This could include designers, copywriters, marketing professionals, and others. The contract should clearly state the responsibilities of each service provider, along with their contact details.

Finally, the delivery requirements need to be clearly specified. This includes the format in which the final deliverables will be provided, the method of delivery, and the deadline for delivery. It is also important to specify who will be responsible for any costs associated with the delivery of the final deliverables.

By taking the time to carefully consider and outline these aspects, you can help ensure a smooth and successful branding project.

Outline the Scope of the Project and Any Related Legal Requirements or Limitations

This step involves detailing the breadth and depth of the branding project, including all tasks, deliverables, and responsibilities. It also includes outlining any legal requirements or limitations that could affect the project, such as intellectual property laws, privacy regulations, and industry-specific legal constraints.

Create an Electronic Signature for Clients to Sign

To streamline the approval process and make it more efficient, an electronic signature section can be included in the contract. This allows clients to easily sign off on the agreement, confirming their acceptance of the terms and conditions outlined in the contract.

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

Key Takeaways

  • A branding contract is a legally binding document between client and designer/agency to protect intellectual property rights, ensure timely payments, and maintain professional business relationship.
  • Benefits include increased visibility & financial returns for both parties.
  • A branding contract template should include information on parties involved, scope of work, brand strategy & research deliverables, revision process, payment terms. Timeline & milestones. IP protection etc.

Frequently Asked Questions

How is a branding contract different from other design contracts?

A branding contract differs from other design contracts in that it specifically focuses on the creation and management of a brand's identity, including elements like logos, color schemes, and messaging. Whereas, other design contracts may simply pertain to a specific design task or project, without the broader strategic considerations involved in branding.

Can I customize a branding contract template to fit my specific needs?

Yes, you can certainly customize a branding contract template to fit your specific needs. It's crucial to tailor the contract to align with your unique project requirements, including the scope of work, timelines, payment terms, and any other specific details pertinent to your branding project.

Do I need a lawyer to review my branding contract template?

While it's not required to have a lawyer review your branding contract template, it's often a good idea to do so. A lawyer can provide valuable insight into the legal aspects of the contract, ensuring that all bases are covered and potential disputes are minimized. They can help protect your interests and ensure that the contract is legally sound and enforceable.

Frequently Asked Questions
Questions about this template.

Template preview

Branding Contract Template for Your Business

Branding Contract

First Name
Last Name
Acme LLC.
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].


1.1 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.


2.1 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.


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.


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.


5.1 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.


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).


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.


8.1 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.


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


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.


11.1 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.


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