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Da Enzo Branding Agency Client Agreement

SERVICES PROVIDED

Da Enzo agrees to provide branding services as outlined in the attached Statement of Work (SOW), which includes, but is not limited to logo design, brand strategy, marketing collateral, and other related services.

CLIENT RESPONSIBILITIES

The Client agrees to provide all necessary materials, information, and feedback required for the completion of the services. The Client is responsible for reviewing and approving deliverables in a timely manner. If there is a delay in providing approval or needed information, the agency will not be held responsible for delayed delivery of the project. All payment schedules will remain intact and won't be affected by the delays.

PAYMENT TERMS

a. Fees: The total fee for the services provided under this Agreement is listed below, payable according to the schedule set forth in the SOW.

b. Invoicing and Payment: The Agency will issue invoices based on the milestones and schedule outlined in the SOW. The initial deposit for any project is 50% unless discussed otherwise by the agency. The deposit for each project is due upon signing the contract. No services will be provided before the initial deposit is paid. The remaining balance for the project is due 5 business days before delivery of the final project. Late payments will incur a 10% late fee per month, and the delivery of the project will be delayed until paid in full.

INTELLECTUAL PROPERTY

a. Ownership: All intellectual property rights, including but not limited to copyright and trademark rights, in the work produced by the Agency for the Client will remain the property of the Agency until full payment is received. Upon full payment, ownership of the final deliverables will transfer to the Client.

b. License: The Client is granted a non-exclusive, perpetual license to use the deliverables for their intended purpose. The agency may use the products delivered to the client for their own marketing purposes.

CONFIDENTIALITY

Both parties agree to keep all information designated as confidential by either party strictly confidential and not to disclose it to any third party without prior written consent.

TERM AND TERMINATION

a.Term: This Agreement will commence on the date first written above and will continue until the completion of the services outlined in the SOW unless terminated earlier in accordance with this section.

b. Termination: In the event of termination, the Client will be liable for payment of services performed up to the date of termination. All payments are final and there will be no refunds.

WARRANTIES AND REPRESENTATIONS

The Agency warrants that it will perform the services in a professional manner. However, the Agency does not guarantee any specific results from the branding services as all services are projected to the client opinion and requests.

LIMITATION OF LIABILITY

The Agency's liability for any claim arising out of this Agreement shall be limited to the amount paid by the Client for the specific service that is the subject of the claim. In no event shall the Agency be liable for any indirect, incidental, or consequential damages.

INDEMNIFICATION

The Client agrees to indemnify, defend, and hold harmless the Agency from and against any and all claims, liabilities, damages, losses, and expenses arising out of or related to the Client's use of the deliverables, including any claims of intellectual property infringement.

DISPUTE RESOLUTION

Any disputes arising under or in connection with this Agreement shall be held in private. Any fees incurred from dispute shall be paid in full by the signing and Da Enzo Branding Agency will not be held responsible. The occurrences and resolution to the dispute will be held in confidentiality indefinitely before, during, and after the case is final.

AMENDMENTS

Any amendments or modifications to this Agreement must be made in writing and signed by both parties.