Branding Services Contract Template — Strategy, Identity & Guidelines
Structure branding engagements with clear scope separation, brand guidelines documentation, and proper usage rights that protect your agency.
Contract Template
1. Parties & Agreement
Identifies the branding agency and client entering into a brand identity and strategy services relationship.
This Branding Services Agreement ("Agreement") is entered into as of [DATE]:
Branding Agency: [YOUR NAME/COMPANY] ("Agency")
Client: [CLIENT NAME/COMPANY] ("Client")
This Agreement governs brand identity and strategy services.2. Branding Services & Scope
Specifies exact branding services included: strategy, visual identity, guidelines, and deliverables.
Agency will provide the following branding services:
[OPTION A - Full Brand Strategy]:
1. Brand Strategy:
- Brand positioning and differentiation
- Brand voice and messaging framework
- Target audience definition
- Brand personality and values
2. Visual Identity:
- Logo design ([X] concepts, [X] revisions)
- Color palette and color system
- Typography selection and hierarchy
- Iconography and graphic elements
3. Brand Guidelines:
- Logo usage guidelines
- Color and typography specifications
- Application examples
[OPTION B - Visual Identity Only]:
- Logo design ([X] concepts, [X] revisions)
- Color palette
- Typography selection
- Basic brand guidelines document3. Brand Strategy Development
Defines brand strategy deliverables including positioning, messaging, and voice development.
Brand Strategy Includes: - Competitive analysis and market research - Brand positioning statement - Brand values and personality definition - Target audience personas - Brand voice and tone guidelines - Key messaging framework Deliverables: - Brand strategy document - Brand positioning presentation - Messaging framework Timeline: [X] weeks for strategy development Client approval required before proceeding to visual identity
4. Visual Identity Creation
Specifies logo design process, concept development, revision rounds, and final deliverables.
Logo Design Process: - Phase 1: Research and concept development ([X] weeks) - Phase 2: Initial concepts ([X] logo concepts presented) - Phase 3: Refinement ([X] rounds of revisions) - Phase 4: Finalization and file preparation Logo Deliverables: - Primary logo (full color) - Logo variations (horizontal, vertical, icon) - Black and white versions - File formats: AI, EPS, PNG, SVG, PDF Color Palette: - Primary colors ([X] colors) - Secondary colors ([X] colors) - Color specifications (CMYK, RGB, HEX, Pantone) Typography: - Primary typeface: [FONT NAME] - Secondary typeface: [FONT NAME] - Typography hierarchy and usage guidelines
5. Brand Guidelines Documentation
Defines brand guidelines document contents and what's included versus excluded.
Brand Guidelines Document Includes: - Logo usage rules and restrictions - Minimum size and spacing requirements - Color specifications and usage - Typography guidelines and hierarchy - Application examples (business cards, letterhead, etc.) - Do's and don'ts for brand usage Brand Guidelines Do NOT Include: - Full implementation across all touchpoints - Website design or development - Marketing materials design (beyond examples) - Ongoing brand management Guidelines document how to use brand; implementation is separate project
6. Trademark Considerations
Clarifies trademark search responsibilities and registration process separation.
Trademark Search: - Agency may conduct preliminary trademark searches - Searches are informational only, not legal advice - Agency cannot guarantee trademark availability Trademark Registration: - Registration is separate legal process requiring attorney - Agency provides design services only, not legal services - Client responsible for trademark registration if desired Client acknowledges that chosen names/marks may conflict with existing trademarks Agency not liable if chosen brand elements cannot be trademarked
7. Payment Terms
Structures payments around branding phases with deposit requirements.
Total Project Fee: $[AMOUNT] Payment Schedule: - 50% ($[AMOUNT]) due upon signing (before work begins) - 25% ($[AMOUNT]) due upon brand strategy approval - 15% ($[AMOUNT]) due upon logo concept approval - 10% ($[AMOUNT]) due upon final delivery Payment Terms: Net [X] days from invoice Late Payment: [X]% monthly fee after [X] day grace period Final files delivered upon receipt of final payment
8. Intellectual Property & Usage Rights
Transfers brand asset ownership to client upon payment while retaining agency portfolio rights.
Upon final payment, Client receives ownership of final brand assets Until final payment, all work remains Agency's property Agency retains rights to: - Display work in portfolio and case studies - Use work for Agency marketing and awards - All preliminary work, concepts, and unused designs Client receives: - Full commercial usage rights to final brand assets - Right to trademark brand elements (subject to availability) - Right to modify brand assets (though Agency recommends maintaining consistency) Portfolio restrictions: [NONE / CONFIDENTIAL PROJECTS ONLY]
9. Revisions & Approval Process
Defines revision rounds per phase and approval requirements before proceeding.
Revision Allowances: - Brand strategy: [X] rounds of revisions - Logo concepts: [X] rounds of revisions per selected concept - Brand guidelines: [X] rounds of revisions Revision Process: 1. Agency presents work 2. Client provides consolidated feedback within [X] business days 3. Agency implements revisions 4. Client approves or requests additional revisions Additional revisions: $[AMOUNT] per round or $[RATE]/hour Written approval required at each phase before proceeding
10. Brand Extension & Evolution
Documents principles for extending brand to new products, services, or markets.
Brand Extension Guidelines: - Principles for applying brand to new products/services - Guidelines for brand evolution over time - Consistency requirements across touchpoints Future Brand Work: - Extensions to new products/services: Separate project - Brand refreshes or updates: Separate project - Ongoing brand management: Available as retainer service Agency provides framework for brand extension; implementation is separate scope
11. Brand Performance Disclaimer
Clarifies that brand success depends on client execution and market factors.
Agency creates brand identity and strategy Brand success depends on many factors: - Client execution and marketing efforts - Product or service quality - Market conditions and competition - Customer experience and service Agency cannot guarantee: - Specific business results from branding - Market acceptance of brand - Competitive advantages Agency provides professional branding services; results depend on client execution
12. Termination
Allows termination with notice, requiring payment for completed work phases.
Either party may terminate with [X] days written notice
Upon termination:
- Client pays for all completed work:
- Strategy phase complete: [X]% of total fee
- Logo concepts complete: [X]% of total fee
- Final delivery complete: 100% of total fee
- Agency delivers all completed work
- Unused concepts remain Agency's property
Early termination fee: [X]% of remaining contract value (if applicable)13. Limitation of Liability
Limits agency liability to fees received and excludes indirect damages.
Agency's liability limited to total fees paid under this Agreement Agency not liable for indirect, consequential, or punitive damages Agency not liable for lost revenue or business results Brand success depends on many factors outside Agency's control
14. Signatures
Executes the branding services agreement with dated signatures.
Both parties agree to the terms above. Agency: _________________ Date: _________ Client: _________________ Date: _________
Disclaimer: This template is provided for informational purposes only and does not constitute legal advice. We recommend having a qualified attorney review any contract before use to ensure it meets your specific needs and complies with applicable laws in your jurisdiction.
Pro Tips
- Separate brand strategy from visual identity—they're different services with different value
- Be clear about trademark limitations—you provide design, not legal trademark services
- Document brand guidelines thoroughly—they're your deliverable and client's reference
- Retain portfolio rights—showcasing branding work is essential for agencies
- Set realistic expectations about brand performance—you create the brand, client executes it
- Define what brand guidelines include and exclude—prevent scope creep
Key Features of This Contract
Brand Strategy vs. Visual Identity Separation
Distinguishes between strategic brand work (positioning, messaging, voice) and visual identity creation (logo, colors, typography), allowing separate pricing and clear scope boundaries. Prevents clients from expecting comprehensive brand strategy when they've only paid for logo design. Enables agencies to offer tiered services from basic visual identity to full brand strategy and implementation.
Trademark Search & Registration Clarification
Clarifies that trademark searches are informational only and trademark registration is a separate legal process requiring attorney involvement. Branding agencies provide design services but cannot guarantee trademark availability or handle registration. Protects agencies from liability if chosen names or marks conflict with existing trademarks, while setting proper expectations about the legal process.
Brand Guidelines Documentation Scope
Specifies exactly what brand guidelines include (logo usage, color specifications, typography, spacing, application examples) and what's excluded (full implementation across all touchpoints). Guidelines document how to use brand elements but don't include actual implementation work. Prevents scope creep where clients expect guidelines to include all application designs.
Usage Rights & Portfolio Protection
Establishes that final brand assets transfer to client upon payment, while agency retains rights to showcase work in portfolio and case studies. Allows agencies to display completed branding work for marketing purposes while giving clients full commercial usage rights. Can restrict portfolio use for confidential projects if needed.
Brand Extension & Evolution Guidelines
Documents how brand should evolve for new products, services, or markets, establishing principles for brand extension that maintain consistency. Provides framework for future brand decisions without committing to ongoing brand management. Helps clients understand how to apply brand consistently as they grow.
Brand Performance Disclaimer
Clarifies that branding agencies create brand identity and strategy, but brand success depends on client execution, marketing, product quality, and market factors. Agencies cannot guarantee business results from branding work. Protects agencies from being held responsible for factors outside their control while setting realistic expectations.
Frequently Asked Questions
Do I need to handle trademark registration?
No. Trademark registration is a legal process requiring an attorney. You can conduct preliminary searches, but cannot guarantee availability or handle registration. Make this clear in your contract to avoid liability.
What if the client wants to use the brand for purposes not covered?
Your contract should specify usage rights. For uses beyond the original scope (like merchandise, international markets), you can license additional rights or create extensions as separate projects.
Should brand guidelines include full implementation?
No. Guidelines document how to use brand elements. Full implementation (website, marketing materials, etc.) is separate work. Include examples in guidelines, but make clear that actual implementation is additional scope.
Can I guarantee brand success or business results?
No. Brand success depends on client execution, marketing, product quality, and market factors. You create professional brand identity and strategy, but cannot guarantee business outcomes.
What happens to unused logo concepts?
Unused concepts remain your property unless the contract specifies otherwise. You can repurpose them for other clients or future projects. This is standard practice in branding.
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