Reviewed
Effective 14 July 2026 · 6 pages · reviewed in 57s
Brand Identity & Visual System Development Agreement
Between Cypress & Co., LLC ("Client") and Jordan Rivera, sole proprietor d/b/a Rivera Studio ("Contractor").
§ 1
Scope of Services
Red flag
Contractor shall deliver a complete brand identity system including logo, typography, color system, and brand guidelines document. Contractor agrees to provide unlimited revisions at Client's reasonable request, with a turnaround of two (2) business days per revision round.
"Unlimited revisions" + 48-hour turnaround = the client owns your calendar forever. There is no version of "reasonable" that survives this.
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"Contractor shall provide up to three (3) rounds of revisions within the agreed scope. Additional revision rounds shall be billed at Contractor's standard hourly rate. Turnaround per round shall be five (5) business days."
— this is the one that loses you a weekend.
§ 2
Compensation & Payment
Red flag
Client shall pay Contractor a total fee of $8,400 USD, payable net sixty (60) days following Client's written acceptance of final deliverables. No interest, late fee, or penalty shall accrue on amounts past due.
Net-60 from acceptance, with no late fee, means a $8,400 invoice could float for 120 days. They've left themselves zero pressure to ever sign off.
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"Payment shall be made in three milestones: 33% upon signature, 33% upon delivery of initial concepts, 34% upon delivery of final files. All invoices are due net-15. Past-due balances accrue interest at 1.5% per month."
— milestones, not "acceptance." Acceptance is a trap.
§ 3
Intellectual Property
Red flag
All deliverables, work product, and any intellectual property created during the engagement, including all pre-existing materials of Contractor incorporated therein, shall be the sole and exclusive property of Client upon the Effective Date.
Read it slowly: this assigns your pre-existing templates, code, fonts, and methodology to the client. Sign this and you can't reuse your own toolkit on the next job.
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"Upon final payment, Contractor assigns to Client all rights, title, and interest in the final Deliverables. Contractor retains all rights to pre-existing materials, tools, templates, and methodologies, and hereby grants Client a non-exclusive, perpetual license to use those materials solely as embedded in the Deliverables."
— never assign background IP. License it.
§ 4
Indemnification
Red flag
Contractor shall indemnify, defend, and hold harmless Client and its officers, directors, and affiliates from any and all claims, costs, damages, and liabilities, including reasonable attorneys' fees, howsoever arising from or related to the Services.
No cap. No carve-outs. "Howsoever arising" sweeps in things you have nothing to do with. One disgruntled stakeholder + an aggressive lawyer = you owe their legal bill.
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"Each party shall indemnify the other for third-party claims arising from its own gross negligence or willful misconduct. Contractor's total aggregate liability under this Agreement shall not exceed fees paid in the prior twelve (12) months, and shall exclude indirect, consequential, or punitive damages."
— cap at fees paid. Always.
§ 5
Termination
Red flag
Client may terminate this Agreement without cause, without notice, and without payment for work performed but not yet accepted. Upon termination, Contractor shall deliver all work product in progress to Client.
Translation: the client can walk away after week four, keep everything you've made, and pay you nothing. This is the clause that ends careers, not contracts.
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"Either party may terminate this Agreement upon fourteen (14) days written notice. Upon termination, Client shall pay Contractor for all work performed through the termination date, including any in-progress work product, at the rates set forth in §2. Contractor shall deliver all paid-for work product within ten (10) business days of final payment."
— notice + payment for work done. Non-negotiable.
§ 6
Non-Compete
Watch out
For a period of twenty-four (24) months following termination, Contractor shall not render services to any business competing with Client in any geographic territory.
Two years + "any competitor" + no geography = unenforceable in many states, but creates leverage if they ever want to make your life difficult. Narrow it or strike it.
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"For a period of six (6) months following final payment, Contractor shall not render brand identity services to direct competitors of Client specifically listed in Schedule A hereto, within the same metropolitan area as Client's headquarters."
— time-box it, name names, draw a map.
§ 7
Confidentiality
Fair
Each party agrees to maintain in confidence all non-public information disclosed by the other party in connection with this Agreement for a period of three (3) years, with standard carve-outs for information that is publicly available, independently developed, or rightfully received from a third party.
Mutual, time-limited, has carve-outs. Sign without flinching.
§ 8
Governing Law & Dispute Resolution
Watch out
This Agreement shall be governed by the laws of the State of Delaware. Any disputes shall be resolved by binding arbitration conducted in Wilmington, DE, with arbitration costs split equally between the parties.
You don't live in Delaware. Forced arbitration in their state, with you paying half the arbitrator's bill, is a "we'll never sue but you'll never sue either" trap.
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"Governed by the laws of [Contractor's state]. Disputes under $10,000 shall be brought in small-claims court of Contractor's state. Larger disputes shall be brought in the state and federal courts of Contractor's state; venue and jurisdiction shall lie exclusively therein."
— your courts, your state. Don't fly to Delaware.
3/ 10
Overall risk score
Significantly favors Client. Five red flags out of eight clauses.
Do not sign as written. Three structural changes (§3, §4, §5) are non-negotiable; the rest are bargaining chips.
Top three priority changes
- §3 Intellectual Property. Strike the assignment of pre-existing materials. License them in instead. This is the single most expensive line to leave alone.
- §4 Indemnification. Cap your liability at fees paid in the prior twelve months. Exclude indirect and consequential damages. Add a mutual indemnity for the client's gross negligence.
- §5 Termination. Add a notice period (14 days minimum). Require payment for work performed through the termination date. Without this, the client can walk away with your unpaid work.
Counter-proposal draft
To: Maya Park, Cypress & Co.
From: Jordan Rivera, Rivera Studio
Subject: Quick notes on the brand identity contract
Hi Maya — thanks again for the opportunity to work on Cypress & Co.'s brand identity refresh. I've read through the contract carefully and wanted to flag a few sections I'd like to adjust before signing. Nothing here is a dealbreaker — I just want to make sure we're protected on both sides if anything ever goes sideways.
The three I'd like to discuss are IP assignment (I need to license rather than assign my pre-existing toolkit so I can keep using it on future work), indemnification (I'd like a standard fees-paid cap so my liability is predictable), and termination (a short notice period and payment for completed work, which I'd want in either direction). I've drafted suggested language for each — I'll send it in a follow-up so it's easy to drop into the document.
I'd also like to talk about revision rounds and payment milestones — those changes mostly protect both of us against scope drift. Happy to hop on a 15-minute call this week if it's easier than red-lining over email. Looking forward to getting this signed and starting work.
— Jordan
This analysis was generated by AI and is not legal advice. It's intended to help you understand a contract and identify areas for discussion. Contract law varies by jurisdiction. Always consult a qualified attorney before signing or negotiating legal agreements.