THIS BRANDING SERVICES AGREEMENT, dated [date] (the “Effective Date”), is between Premier Marketing (“Company”), a North Carolina, Limited Liability Company, having offices at 615 S College St, Floor 9, Charlotte, North Carolina, 28202, and [client name] (“Client”), a [state of incorporation] [Type of Entity], with its principal place of business at [address]. Company and Client are sometimes referred to herein collectively as “Parties” and individually as a “Party.”

1. WHEREAS, Company provides comprehensive branding services including brand strategy, visual identity development, brand messaging, and related creative services;
2. WHEREAS, Client desires Company to develop, implement, and deliver a comprehensive branding program for Client’s business purposes;

NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein, the Parties agree as follows:

Article I. Definitions

“Agreement” means this written agreement between Company and Client.

“Brand Assets” means all deliverables produced by Company under this Agreement, including but not limited to logos, color palettes, typography systems, brand guidelines, stationery templates, social media templates, packaging concepts, and any other visual identity materials.

“Brand Guidelines” means the comprehensive document developed by Company that defines and governs the proper use of Client’s visual identity, tone of voice, messaging framework, and brand standards.

“Brand Strategy” means the strategic framework developed by Company that defines Client’s brand positioning, target audience, competitive differentiation, messaging pillars, and brand personality.

“Deliverable” means each specific output or work product described in the Project Scope and delivered by Company to Client.

“Hour” means one hour spent by one Company designer, strategist, or team member.

“Intellectual Property Rights” means rights in any patent, copyright, trademark, trade dress, and trade name, related registrations and applications for registration, and trade secrets, know-how and goodwill.

“Project Manager” means one of Client’s employees, as may be designated by Client from time to time, who shall be deemed as Client’s liaison with Company, and who shall have the power to act as Client’s project manager in order to make ongoing decisions under this Agreement which are binding upon Client.

“Project Scope” means the detailed description of services, deliverables, timelines, and fees as mutually agreed upon by the Parties and attached hereto as Exhibit A.

“Revision” means a requested modification to a Deliverable that falls within the original creative direction and scope of work. Changes that materially alter the original approved direction shall be considered new work subject to additional fees.

Article ii. Branding Services

Section 2.1 Brand Discovery and Strategy

(a) Discovery Session. Company shall conduct a comprehensive brand discovery process, including stakeholder interviews, competitive landscape analysis, target audience research, and market positioning assessment. Discovery sessions beyond the initial scope shall be billed at Company’s hourly rate.

(b) Brand Positioning Statement. Company shall develop a Brand Strategy document defining Client’s positioning, core messaging, brand voice, and competitive differentiation. Client shall review and approve the Brand Strategy before visual identity development begins.

(c) Audience and Competitive Research. Company shall conduct research to identify Client’s target audiences and assess competitor branding to ensure Client’s brand is differentiated and market-relevant.

Section 2.2 Visual Identity Development

(a) Logo Design. Company shall develop a primary logo, along with alternate logo variations (horizontal, stacked, icon-only) as specified in the Project Scope. Logo development shall include up to three (3) initial creative concepts and up to two (2) rounds of revisions per the approved direction. Additional revision rounds shall be subject to additional fees at Company’s hourly rate.

(b) Color Palette. Company shall develop a primary and secondary color palette with defined HEX, RGB, CMYK, and Pantone values for consistent reproduction across all media.

(c) Typography System. Company shall select and specify a typography hierarchy including primary, secondary, and accent typefaces, with usage guidelines for digital and print applications.

(d) Brand Pattern and Visual Elements. If specified in the Project Scope, Company shall develop supporting visual elements such as patterns, icons, illustration styles, or photographic direction guidelines.

(e) Brand Guidelines Document. Company shall compile all visual identity specifications into a comprehensive Brand Guidelines document. This document shall govern the proper usage of all Brand Assets across digital and print applications.

Section 2.3 Brand Collateral and Templates

(a) Stationery Package. If specified in the Project Scope, Company shall design business card, letterhead, and envelope templates consistent with the approved visual identity.

(b) Digital Templates. If specified in the Project Scope, Company shall develop branded templates for social media profiles, email signatures, and presentation decks.

(c) Additional Collateral. Any branding collateral not specified in the Project Scope shall be subject to additional fees as mutually agreed upon in writing by the Parties.

Section 2.4 Brand Presentation and Delivery

(a) Presentation. Company shall present all major Deliverables to Client in a formal presentation, either in-person or via video conference, prior to delivery of final files.

(b) Final File Delivery. Upon Client’s written acceptance of all Deliverables and receipt of full payment, Company shall deliver final files in agreed-upon formats (e.g., PDF, SVG, PNG, AI, EPS) via a secure file transfer platform.

(c) File Formats. Client is responsible for advising Company of any specific file format requirements prior to the commencement of work. Requests for additional file formats after delivery shall be subject to additional fees.

Section 2.5 Client Responsibilities

(a) Timely Feedback. Client shall provide written feedback and approvals within [number, e.g., five (5)] business days of each Deliverable submission. Delays in Client feedback shall extend project timelines accordingly, and Company shall not be held liable for such delays.

(b) Materials and Information. Client shall provide all necessary materials, copy, photography, existing brand assets, and business information required to complete the services in a timely manner. Company is not responsible for delays caused by Client’s failure to provide required materials.

(c) Accuracy of Information. Client represents and warrants that all information, content, and materials provided to Company are accurate, lawful, and do not infringe upon the rights of any third party.

Section 2.6 Fees and Payment

(a) Project Fee. Client agrees to pay Company the total project fee of [amount, e.g., five thousand dollars ($5,000.00)] as set forth in the Project Scope (the “Project Fee”). Fifty percent (50%) of the Project Fee shall be due upon execution of this Agreement; the remaining fifty percent (50%) shall be due upon Company’s delivery of final files to Client.

(b) Monthly Retainer (if applicable). If Client has engaged Company for ongoing brand management services, Client agrees to pay Company a monthly retainer of [amount] per month, due on the first business day of each month.

(c) Additional Services. Services beyond the agreed Project Scope, including additional revision rounds, new Deliverables, or expanded strategy work, shall be subject to additional fees at Company’s standard hourly rate of [rate, e.g., one hundred fifty dollars ($150.00)] per Hour. No additional work shall commence without Client’s prior written approval.

(d) Late Payment. Invoices unpaid after thirty (30) days shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is less. Company reserves the right to suspend services and withhold Deliverables until all overdue balances are paid in full.

Article III. Intellectual Property And Ownership

Section 3.1 Company’s Retained Rights

(a) Proprietary Methodologies. Company shall retain full and exclusive ownership of all proprietary brand development methodologies, creative frameworks, strategic processes, templates, tools, and techniques developed by Company and used in providing services to Client. No ownership interest in Company’s underlying creative or strategic methodologies is transferred to Client under this Agreement.

(b) Pre-Existing Works. Company retains ownership of all pre-existing works, stock assets, and tools used in the development of Deliverables that were not created specifically for Client.

(c) Rejected Concepts. All creative concepts, designs, and strategic work products not selected or approved by Client remain the exclusive property of Company and may be used by Company in other projects.

Section 3.2 Client’s Rights Upon Full Payment

(a) Assignment of Approved Deliverables. Upon Client’s written acceptance of final Deliverables and full payment of all amounts due under this Agreement, Company shall assign to Client ownership of the specific approved Brand Assets created exclusively for Client under this Agreement, including the final logo files, Brand Guidelines, and any other custom Deliverables identified in the Project Scope.

(b) Trademarks. Client is solely responsible for conducting trademark searches and filing trademark applications for any Brand Assets Client wishes to protect. Company makes no representations regarding the registrability or availability of any name, logo, or mark developed under this Agreement. Company shall not be liable for any third-party intellectual property claims arising from Client’s use of the Deliverables.

(c) Restrictions. Client may not claim ownership of or register any Brand Asset until all amounts due under this Agreement have been paid in full. Until such time, Company retains all rights in and to all Deliverables.

Article IV. Warranties

Company Confirms and Warrants That:

4.1 Company’s Power to Enter Agreement. Company has the right to enter into this Agreement and to grant the rights granted in it.

4.2 Company’s Good Faith Performance. Company shall, in good faith, comply with the terms of this Agreement.

4.3 Original Work. The Brand Assets created by Company under this Agreement shall be original works developed by Company and shall not knowingly infringe upon the intellectual property rights of any third party.

4.4 Professional Standards. Company shall perform all branding services in accordance with current industry best practices and professional standards for creative and brand development services.

Article V. Disclaimers And Limitation Of Liability

5.1 Results Disclaimer. COMPANY MAKES NO GUARANTEES REGARDING SPECIFIC BUSINESS OUTCOMES, REVENUE INCREASES, MARKET SHARE GROWTH, OR OTHER MEASURABLE BUSINESS RESULTS ARISING FROM THE BRANDING SERVICES PROVIDED. Branding results depend on numerous factors beyond Company’s control, including but not limited to market conditions, Client’s business operations, client execution of the brand, competitive activities, and consumer behavior.

5.2 Trademark Disclaimer. COMPANY DOES NOT GUARANTEE THE AVAILABILITY, REGISTRABILITY, OR ENFORCEABILITY OF ANY BRAND ASSETS, NAMES, LOGOS, OR MARKS DEVELOPED UNDER THIS AGREEMENT. Client is solely responsible for conducting all necessary trademark clearance searches and filings. COMPANY SHALL NOT BE LIABLE FOR ANY CLAIMS, DEMANDS, DAMAGES, LOSSES, OR EXPENSES ARISING FROM THIRD-PARTY INTELLECTUAL PROPERTY CLAIMS RELATED TO THE BRAND ASSETS.

5.3 WARRANTY DISCLAIMER. THE GOODS AND SERVICES PROVIDED BY COMPANY ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND TO CLIENT OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF: 1) MERCHANTABILITY; 2) FITNESS FOR A PARTICULAR PURPOSE; 3) EFFORT TO ACHIEVE PURPOSE; 4) QUALITY; 5) ACCURACY OF INFORMATIONAL CONTENT; 6) NON-INFRINGEMENT; 7) QUIET ENJOYMENT; 8) TITLE; 9) MARKETABILITY; 10) PROFITABILITY; 11) SUITABILITY; AND/OR 12) ANY TYPE ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. CLIENT AGREES THAT ANY EFFORTS BY COMPANY TO MODIFY ITS GOODS OR SERVICES SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS, AND THAT ANY COMPANY WARRANTIES SHALL NOT BE DEEMED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

5.4 LIMITATION OF LIABILITY. CLIENT AGREES THAT COMPANY SHALL NOT BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF BUSINESS OPPORTUNITY, OR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WAS GROSSLY NEGLIGENT. IN NO EVENT SHALL COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CLIENT TO COMPANY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.

5.5 Third-Party Claims. Client agrees to indemnify, defend, and hold harmless Premier Marketing and its members, managers, officers, employees, contractors, and representatives from and against any and all third-party claims, demands, suits, proceedings, losses, damages, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Client’s use of the Brand Assets beyond the scope of this Agreement; (b) any claim that materials provided by Client to Company infringe upon the intellectual property or other rights of any third party; (c) Client’s failure to obtain required trademark clearances; or (d) Client’s breach of any term of this Agreement.

5.6 Force Majeure. Company shall not be liable for delays or defaults in performing its obligations if such delays are caused by circumstances beyond Company’s reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, labor disputes, or supplier delays.

Article VI. Term And Termination

6.1 Term. This Agreement shall commence on the Effective Date and shall continue until the completion of the Project Scope or termination pursuant to this Article VI.

6.2 Termination by Company. 

• No Cause. Company reserves the right to terminate this Agreement for no cause upon thirty (30) days’ written notice to Client.
• Cause. Company may terminate this Agreement immediately and without prior notice in the event Client fails to fulfill any material obligation under this Agreement, including but not limited to non-payment of any amount due.
• Acceleration Upon Client Breach. In the event Client materially breaches this Agreement, Company may declare the entire remaining unpaid balance of the Project Fee and any other fees owed under this Agreement immediately due and payable. Client shall pay such accelerated amount within ten (10) days of Company’s written notice.

6.3 Termination by Client. Client may terminate this Agreement for no cause upon thirty (30) days’ written notice to Company. Upon termination by Client, Client shall pay Company for all services performed and costs incurred through the date of termination, plus a kill fee equal to twenty-five percent (25%) of the remaining unpaid Project Fee, as compensation for work in progress, resources allocated, and lost opportunity costs.

6.4 Effect of Termination. Upon termination for any reason: (a) all licenses granted hereunder shall immediately terminate; (b) Company shall retain ownership of all work product and Deliverables for which full payment has not been received; (c) Client shall immediately cease use of any Deliverables for which payment has not been made in full; and (d) all accrued payment obligations shall survive termination.

Article VII. Confidentiality And Non-solicitation

7.1 Confidentiality. Each Party agrees to hold the other’s Confidential Information in strict confidence and not to disclose it to any third party during the term of this Agreement and for two (2) years following termination. “Confidential Information” means any non-public business information, strategies, financial data, customer information, creative work product, or other proprietary information disclosed by one Party to the other.

7.2 Non-Solicitation. During the term of this Agreement and for a period of one (1) year following its termination or expiration, neither Party shall directly or indirectly solicit for employment any employee or contractor of the other Party who was involved in the performance of this Agreement.

ARTICLE VIII. GENERAL PROVISIONS

8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of laws provisions. Any dispute arising under this Agreement shall be resolved exclusively in the state or federal courts located in Mecklenburg County, North Carolina.

8.2 Dispute Resolution. In the event of any dispute arising under this Agreement, the Parties agree to first attempt to resolve the dispute through good-faith negotiation. If negotiation fails, the Parties agree to submit the dispute to non-binding mediation before initiating litigation.

8.3 Attorney’s Fees. In any action to enforce this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys’ fees and court costs from the non-prevailing Party.

8.4 Entire Agreement. This Agreement, together with the Project Scope attached as Exhibit A, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings of the Parties.

8.5 Amendment. No amendment or modification of this Agreement shall be binding unless made in writing and signed by authorized representatives of both Parties.

8.6 Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

8.7 Independent Contractor. Company is an independent contractor. Nothing in this Agreement shall create any partnership, joint venture, agency, franchise, or employment relationship between the Parties.

8.8 Waiver. Failure by either Party to enforce any provision of this Agreement shall not be deemed a waiver of that Party’s rights to enforce such provision in the future.

8.9 Counterparts. This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

8.10 Notices. All notices under this Agreement shall be in writing and delivered by email with confirmation of receipt, or by certified mail to the addresses set forth above.