Branding & Identity Contract
Document ID: WBL-CTR-BRD-[ID]-v1.0 Contract Date: [DATE] Project Name: [PROJECT NAME]
Parties
Service Provider:
Webility ("Agency") [Legal Business Name, Registered Address, Country] Email: legal@webility.local
Client:
[CLIENT LEGAL NAME] ("Client") [Registered Address, Represented by: Name, Title, Email]
1. Project Scope
1.1 Project Description
[One paragraph: what brand work is being created, for what organization, for which markets/audiences]
1.2 Services Included
Phase 1 — Brand Strategy (if included)
- Brand discovery workshop ([X] hours)
- Competitor brand audit ([X] competitors)
- Target audience profiles ([X] personas)
- Brand positioning statement
- Brand personality and tone of voice framework
- Messaging hierarchy (tagline candidates + key proof points)
- Brand Strategy Document ([X–X] pages, PDF)
Phase 2 — Visual Identity
- Logo design: [X] initial concepts presented
- [X] revision rounds on selected direction
- Full logo suite: primary, alternate lockup, icon/mark, monochrome, reversed
- Color palette with HEX, RGB, CMYK, and Pantone references
- Typography system: primary + secondary typefaces with usage hierarchy
- Photography / imagery direction and moodboard
- [X] custom icons in brand style (if included)
- Graphic device / pattern / texture system (if included)
Phase 3 — Brand Applications (check applicable)
- Business card (front + back)
- Email signature template
- Letterhead (A4 + Letter size)
- Presentation / pitch deck template
- Social media profile and banner ([platforms: ___])
- Social media post template ([X] formats)
- Proposal / document template
- [Other: ___]
Phase 4 — Brand Guidelines
- Comprehensive brand guidelines document ([X–X] pages, PDF)
- Logo usage rules, spacing, sizing, prohibited uses
- Color and typography system with examples
- Photography and imagery guidelines
- Tone of voice with writing samples
File Handover
- All logo files: SVG, PNG (transparent, all sizes), PDF, EPS
- Color swatches: ASE (Adobe), CSS variables, Figma styles
- Font files / license documentation
- Source files: Figma + Adobe Illustrator/InDesign (per application)
- Organized asset library in ZIP
1.3 Exclusions
Not included unless added by signed written amendment:
- Website design or development
- Physical production, printing, or manufacturing
- Company or product naming (available as add-on)
- Video, motion graphics, or animated logo
- Photography, image acquisition, or stock library curation
- Social media management or marketing execution
- Trademark search, registration, or legal filings
- More than [X] logo concepts in Phase 2
- Secondary language versions of the brand beyond [LANGUAGE(S) LISTED]
- Any application not listed in Section 1.2
2. Revision Policy & Phase Gates
2.1 Revision Rounds
| Deliverable | Included Rounds | What Constitutes a Round |
|---|---|---|
| Brand Strategy Document | [2] | One written consolidated response → one revised document |
| Logo Concepts (initial) | [X] concepts presented; Client selects 1 | Not a revision round — a selection |
| Logo Revisions (on selected direction) | [2] | One written consolidated response → one revised version |
| Color & Typography System | [1] | One written consolidated response |
| Each Brand Application | [1] | One written consolidated response |
| Brand Guidelines Document | [1] | One written consolidated response |
Additional revision rounds: billed at [RATE]/hour.
2.2 Phase Gates (Strictly Enforced)
Phase 2 (Visual Design) does not begin until the Phase 1 (Brand Strategy) deliverable is formally approved in writing by the Client. This is not negotiable. Visual work built without a strategic foundation is the single most common cause of failed branding projects and costly rework.
Similarly, Phase 4 (Brand Guidelines) does not begin until all Phase 3 applications are accepted.
2.3 Consolidation Requirement
All feedback must be consolidated from all Client stakeholders into one written document per round. Separate emails from different team members, verbal feedback without written follow-up, and feedback submitted after the review window has closed will not be accepted as part of the included revision round.
3. Timeline
| Phase | Estimated Duration | Gate |
|---|---|---|
| Phase 1: Brand Strategy | [2–3 weeks] | Strategy document approved in writing |
| Phase 2: Visual Identity | [3–4 weeks] | Full identity system approved in writing |
| Phase 3: Applications | [1–2 weeks] | All applications approved in writing |
| Phase 4: Brand Guidelines | [1 week] | Guidelines approved in writing |
| File Handover | [2–3 days] | All files delivered |
| Total | [~8–11 weeks] |
Timeline conditions from Section 2 of the Web Design Contract apply here equivalently, including Client delay, prolonged inaction, and force majeure.
4. Fees & Payment
4.1 Total Contract Fee
Total Fee: [CURRENCY] [AMOUNT] (exclusive of applicable taxes and third-party licensing costs)
4.2 Payment Schedule
| Payment | Trigger | Amount |
|---|---|---|
| Deposit (non-refundable) | On signing | [50% — AMOUNT] |
| Milestone 2 | Upon written approval of Brand Strategy Document | [25% — AMOUNT] |
| Final Payment | Upon delivery of all final source files | [25% — AMOUNT] |
Payment terms, late payment, and expense handling follow the same provisions as Section 3 of the Web Design Contract (15-day payment, 1.5%/month interest, cost + 10% for third-party expenses).
4.3 Font & Asset Licensing
Commercial typefaces selected for the Client's brand may require separate licensing for the Client's independent use (web use, print use, application embedding). The Agency will:
(a) Identify all licensing requirements for proposed typefaces at the time of selection; (b) Present open-source alternatives if the Client prefers to avoid licensing costs; (c) Not be responsible for the Client's failure to obtain or renew required font licenses after handover.
Font licensing costs are the Client's responsibility and are not included in the contract fee.
5. Client Responsibilities
- Attend brand discovery workshop (minimum [X] key stakeholders)
- Provide existing materials: previous logos, brand guidelines, competitor references, design samples (liked and disliked)
- Designate one primary feedback consolidator (to prevent contradictory feedback from multiple stakeholders)
- Provide consolidated written approval at each phase gate before Phase advances
- Ensure all stakeholders whose approval is required participate in the review process (latecomer feedback after phase approval will not be accommodated as included revisions)
6. Intellectual Property
6.1 Conditional Transfer
Upon full payment of all amounts owing:
The Agency assigns to the Client all rights in the custom-created brand assets produced specifically under this Contract: logo designs, custom typography treatments, custom-drawn graphic elements, original written brand strategy content.
No IP transfer occurs while any amount is outstanding. The Client may not use, publish, or reproduce any delivered asset before full payment is confirmed.
6.2 What Is Not Transferred
| Asset Type | Ownership | Notes |
|---|---|---|
| Commercial typefaces | Third-party foundry | Client must license independently |
| Stock photography used in moodboards | Third-party / Creative Commons | Not deliverable assets — for reference only |
| Open-source icon libraries | Respective licenses | Governed by license terms |
| Agency brand methodology and frameworks | Agency | Licensed for use in this project only |
| Un-selected logo concepts | Agency | Not transferred; Agency retains ownership and may reuse in adapted form |
6.3 Rejected Concepts
Logo concepts not selected by the Client during Phase 2 remain the exclusive property of the Agency. The Client may not use, adapt, or claim any un-selected concept in any form. The Agency retains the right to use, develop, or offer adapted versions of un-selected concepts to other clients.
6.4 No Trademark Guarantee
The Agency conducts design work — not trademark law. The Agency does not guarantee that:
(a) The delivered logo or brand name is available for trademark registration in any jurisdiction; (b) The brand does not infringe existing registered or common-law trademarks; (c) The brand will be registrable in any specific trademark class or jurisdiction.
The Client is strongly advised to engage a qualified intellectual property attorney to conduct a comprehensive trademark search and register the mark before public launch. The Agency is not liable for any trademark disputes arising from the delivered brand identity.
6.5 Moral Rights Waiver
To the extent permitted by applicable law, the Agency waives any moral rights (including the right of attribution and the right of integrity) in the Deliverables in favour of the Client upon full payment.
6.6 Color Reproduction Disclaimer
Brand colors are defined in digital values (HEX, RGB, Pantone). The Agency does not guarantee exact color reproduction across all media:
- Print reproduction varies by paper stock, ink type, printing process, and equipment
- Screen display varies by monitor calibration, display technology, and brightness settings
- The Agency will provide CMYK and Pantone references to assist print reproduction but is not responsible for variations arising from the Client's chosen printer or production process
7. Warranties & Disclaimers
The Agency warrants that the custom-created Deliverables do not knowingly infringe third-party copyright at the time of delivery. The Agency disclaims all other warranties, including:
- That the brand will achieve any specific business outcome (market recognition, sales increase, competitive differentiation)
- That the brand will not require updates as the Client's business evolves
- That color, typography, or design elements are unique in all markets globally
- That the brand guidelines will prevent all third-party misuse of the Client's brand assets
8. Confidentiality, Liability, Indemnification & General Terms
The provisions in Sections 8–16 of the Web Design & Development Contract (WBL-CTR-WEB) apply to this Contract in their entirety, including confidentiality (5-year term), limitation of liability (cap at fees paid), indemnification, data protection, termination, dispute resolution, force majeure, governing law, and general provisions.
Governing Law: [Province/State, Country]
Signatures
Webility LLC
Signature: ___________________________ Date: _______________ Name / Title: ___________________________
[CLIENT LEGAL NAME]
Signature: ___________________________ Date: _______________ Name / Title: ___________________________
Webility — WBL-CTR-BRD-[ID]-v1.0