Branding Project Agreement


Elevate5 Contract This Agreement is between Elevate5, a Colorado partnership with an address at PO Box 374, Rye, Colorado (“Elevate5”, “us” or “we”) and a(n) (i.e. Corporation, Limited Liability Company, Sole Proprietorship, etc.) with an address at (“Client” or “you”). Thank you for choosing Elevate5! We are excited to begin work with you. This document creates a contract between us, Elevate5 and you, describing what you can expect from us, what we need from you, and other understandings about our relationship with you. You agree that we may change these terms and conditions, at any time, by giving you notice of the new terms. Your continued use of our services is your consent to such modifications. You represent to us that you are authorized to enter into this Agreement on behalf of any organization you work for.

1. Invoicing and Scheduling

Your invoice from us will detail the branding, logo, and/or design service/s that we will provide for you. Once we have received the agreed upon payment, we will review your project and provide you with a logo development schedule.


2. What You Agree To Do

  • 2.1 Updated Contact and Billing Information. You agree to provide us with updated and correct email and mailing addresses, phone numbers and credit card information.
  • 2.2 Cooperation and Timeliness. The development of your logo is a cooperative process between Elevate5 and you. We will require certain information, or approvals from you, on a going forward basis. If we do not receive the information as requested, or the approvals as required, Elevate5 may not be able to complete the project on time, or as agreed. You agree that Elevate5 is not liable for any rescheduling, or damages, arising from non-receipt of information or approvals as requested or agreed.


3. Invoices, Payment and Cancellation Fees

  • 3.1 Fees and Invoices. Client agrees to pay Elevate5 for the Services described in an applicable invoice.
  • 3.2 Development Delay and Reinstatement Fees. In the event you cancel your logo development project, you forfeit 100% of the project fee. In the event you must delay the project, your credit will be held for a full 12 months, after which your project fee credit will expire. If a delay surpasses 6 months, however, Elevate5 will charge a reinstatement fee that is equal to the lesser of $500 or 10% of the total project. In the event of reinstatement, Elevate5 will charge Client at the then current rates for services.


4. Ownership and Intellectual Property Rights

  • 4.1 Client Materials. Client will retain all right, title and interest in and to all Client trademarks, service marks and other materials provided by Client to Elevate5. Client hereby grants Elevate5 a license to use, reproduce, display and distribute Client’s marks and materials as necessary to perform the services. This paragraph will survive the termination of this Agreement.
  • 4.2 Third Party Materials. Client is solely responsible for obtaining rights to photos, music, content, graphics and other materials owned by third parties and used for this project. This paragraph will survive the termination of this Agreement.
  • 4.2 Elevate5 Materials. Elevate5, or its licensors retains all right, title and interest in and to all Elevate5 software, source code, processes and procedures, website code and other Elevate5 materials. Client agrees that it shall not use Elevate5’s Materials for any purposes beyond the logo developed by Elevate5 for Client. This paragraph will survive the termination of this Agreement.


5. Termination

  • 5.1 Contract Start and Renewal. This Agreement will begin when accepted by both parties and Elevate5 has received the payment/s specified in the invoice. The logo development terms will end when the logo has been created, or the project has been cancelled.
  • 5.2 Termination for Breach. Either party may, upon giving written notice to the other party, terminate this Agreement effective immediately if: (a) the other party breaches any material provision of this Agreement and the breach is not remedied within thirty (30) days of the party’s receipt of such notice; (b) the other party terminates or suspends its business, becomes subject to any bankruptcy, receivership or insolvency proceeding under Federal or state statute, or becomes subject to direct control by a trustee or similar authority.


6. Confidential Information

Neither party shall use for its own benefit, nor disclose, sell, license, publish, reproduce or otherwise make available the Confidential Information of the other. Each party shall secure and protect the other party’s Confidential Information in a manner consistent with the precautions such party takes to protect its own confidential information, which shall in no event be less than the exercise of reasonable care. “Confidential Information” means all non-public information provided by one party to the other except for information that: (a) was known to a party before it obtained the information from the other; (b) is or becomes generally known to the public through no act or omission of the receiving party; (c) was disclosed to a party by a third party having a bona fide right to possess and disclose the information; or (d) is required to be disclosed by a legal or regulatory proceeding or order, provided that one party notifies the other in writing of any such requirement before disclosing such Confidential Information, and allows such other party to seek a protective order or other appropriate remedy. Upon the request of either party or upon termination of the Agreement, each party will return the other party’s Confidential Information. This section will survive the termination of this Agreement.


7. Indemnification

Client will indemnify and hold Elevate5 and its respective directors, officers, employees, contractors, and agents harmless from and against any and all claims arising from Elevate5’s use of information, photos, logos, trademarks and other materials provided by Client for use on the Client project and breach of the terms of this Agreement by Client. This paragraph will survive termination of this Agreement.


8. Warranty and Limitation of Liability

Elevate5 will perform the services in a good and workman like manner. There are no other warranties either express or implied, including but not limited to the warranties of merchantability or fitness for a particular purpose. Elevate5 does not warrant that the services will be uninterrupted or error free. Elevate5 does not provide regulatory or legal review services. Client acknowledges that Client is solely responsible for addressing legal and regulatory body compliance, including but not limited to, Client product compliance with applicable laws and trademark clearances. Elevate5 makes no warranty of merchantability, or fitness for a particular purpose. In no event will Elevate5 be liable for any direct, indirect, special, punitive or consequential damages. In the event the foregoing limitation is ineffective, Elevate5’s total damages hereunder may not exceed the amount paid by Client for the logo design project. This paragraph will survive the termination of this Agreement.


9. Non-Interference Obligations of Client

During the Term of this Agreement and for a period of one (1) year following the expiration or termination of this Agreement regardless of the reason for or circumstances of such expiration or termination, Client shall not directly or indirectly, alone or on behalf of any business entity: (i) solicit, offer employment to, otherwise attempt to hire, or assist in the hiring of any employee or independent contractor of Elevate5; (ii) encourage, induce, or assist others in inducing any person, individual or entity to terminate his, her or its employment, contract or consultation with Elevate5, or in any way interfere with any such relationship; and (iii) encourage, induce, or assist others in inducing any person, individual or entity which is a vendor, supplier, partner, joint venture or customer of Elevate5 to terminate his, her or its contract or relationship with Elevate5 or in any way interfere with such relationship. This paragraph will survive the termination of this Agreement.


10. General Provisions

  • 11.1 Status as Independent Entities. Elevate5 and Client are entities independent of one another and neither party’s employees will be considered employees of the other party for any purpose. This Agreement does not create a joint venture or partnership.
  • 11.2 Applicable Law and Forum. This Agreement shall be governed and construed in accordance with the laws of the State of Colorado without regard to the conflicts of laws or principles thereof. Any action or suit related to this Agreement shall be brought in the state or federal courts in Pueblo County, Colorado.
  • 11.3 Waiver. No waiver of any of the provisions of this Agreement shall be deemed a waiver of any preceding or succeeding breach of the same or any other provisions hereof.
  • 11.4 Entire Agreement. This Agreement, together with the invoice and any writing agreeing upon a change in scope, constitutes the entire agreement between the Parties and may not be modified, waived or amended, except in writing signed by both parties. If any provision of this Agreement is found to be invalid or unenforceable under any statute or rule of law, the remaining provisions shall not be affected in any way.
  • 11.5 Right to Publicize Relationship. Elevate5 may publicize its relationship with Client and use work product created hereunder for portfolio, promotion, and social media sharing purposes.

SIGNATURES

IN WITNESS WHEREOF, and in acknowledgment that the parties hereto have read and understood each and every provision hereof, the parties have executed this Agreement on the date first set forth above.

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Signed by Cara Christenson
Signed On: March 1, 2021


Signature Certificate
Document name: Branding Project Agreement
lock iconUnique Document ID: 569bec0fd468a5f8dfac5f887ed11133bbeb7cf4
Timestamp Audit
October 15, 2020 12:55 pm MDTBranding Project Agreement Uploaded by Cara Christenson - hello@elevate5.com IP 209.236.90.244, 127.0.0.1
October 20, 2020 11:27 am MDTElevateFive Admin - admin@elevate5.com added by Cara Christenson - hello@elevate5.com as a CC'd Recipient Ip: 209.236.83.11, 127.0.0.1