BRANDING CONTRACT

Branding Contract

A services agreement between Northwind Studio (the "Designer") and Acme Co (the "Client") setting out the branding services, fees, and terms below.

This Contract is between Acme Co (the "Client") and Northwind Studio (the "Designer"), dated as of August 18, 2026. As a condition of the Client hiring the Designer and other valuable considerations, the Parties agree as follows.

1. WORK AND PAYMENT

1.1 Project. The Client is hiring the Designer to design branding services. Brand strategy, visual identity, and brand guidelines.

1.2 Schedule. The Designer will begin work on the start date confirmed on the acceptance page and will continue until the work is completed or this Contract is ended by either party under Section 6.

1.3 Payment. The Client will pay the Designer the fees set out in the table below. A non-refundable deposit of twenty-five percent (25%) is due upon signature. The balance is invoiced against milestones described in the payment schedule.

1.4 Expenses. The Client will reimburse the Designer for pre-approved, non-cancellable expenses. Expenses must be pre-approved by the Client in writing.

1.5 Invoices. The Designer will invoice the Client monthly. The Client agrees to pay the amount owed within fifteen (15) days of receiving the invoice. Payment after that date will incur a late fee of one and one-half percent (1.5%) per month on the outstanding amount.

1.6 Support. The Designer will provide reasonable support for any deliverable for thirty (30) days after 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. Work product is the finished product, drafts, notes, materials, mockups, designs, inventions, code, and anything else that the Designer works on as part of this project. The Designer hereby gives the Client the work product once the Client pays for it in full, transferring all rights, title, and interest to the Client.

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 grants.

2.3 Designer's Background IP. During the project, the Designer may use intellectual property that they own or license from a third party (background IP). The Designer grants the Client a perpetual, worldwide license to use the background IP as part of the work product to develop, market, sell, and support the Client's products and services.

2.4 Designer's Right To Use Client IP. The Designer may need to use the Client's intellectual property to perform the work. The Client grants the Designer a limited license to use the Client's IP to the extent reasonably necessary to complete the services.

3. NON-SOLICITATION

Until this Contract ends and for twelve (12) months after, the Designer will not: (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 advertisement and someone who happened to work for the Client responds, in which case the Designer may hire that candidate.

4. REPRESENTATIONS

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

4.2 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.

4.3 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.

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

4.5 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, and that this Contract does not violate any contract that the Designer has entered into or will enter into with someone else.

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

5. TERM AND TERMINATION

This Contract is ongoing until ended by the Client or the Designer. 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 fourteen (14) days. The Client will pay the Designer for the work done up until the Contract ends and will reimburse the Designer for any agreed-upon, non-cancellable expenses. Sections 2, 3, 4, 7, 8, 9, and 10 survive termination.

6. 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.
• 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 its employees or subcontractors.

7. 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 and development notes, statistics about a website, and other private information. The Designer promises to treat this information as if it were the Designer's own confidential information. The Designer may use this information to do its job under this Contract, but not for anything else. When this Contract ends, the Designer must return or destroy all confidential information and confirm that it has done so. The Designer will not share confidential information with a third party unless the Client gives the Designer written permission first. These obligations continue after termination.

8. 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. The Designer's total liability under this Contract is limited to the fees paid in the twelve (12) months preceding the event giving rise to the claim.

9. INDEMNITY

9.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or the Designer or both.

9.2 Client Indemnity. The Designer agrees to indemnify the Client from and against all liabilities, losses, damages, and expenses related to a third-party claim 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 made in Section 4.

9.3 Designer Indemnity. The Client agrees to indemnify the Designer from and against liabilities, losses, damages, and expenses related to a third-party claim arising out of a breach by the Client of its obligations under this Contract.

10. GENERAL

10.1 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 without first receiving the Client's written permission. The Client may assign its rights and delegate its obligations under this Contract without the Designer's permission.

10.2 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.

10.3 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 agreement.

10.4 Notices. A valid notice must be in writing and delivered by personal delivery, email, or certified or registered mail, to the party's address specified on the acceptance page.

10.5 Governing Law. The laws of the state in which the Designer is based govern the rights and obligations of the parties under this Contract.

10.6 Entire Contract. This Contract represents the parties' final and complete understanding of this job and supersedes all other contracts between the parties.

Acceptance

THE PARTIES HERETO AGREE TO THE FOREGOING AS EVIDENCED BY THEIR SIGNATURES BELOW. This Agreement is valid for thirty (30) days from the date on the cover.