PARTIES This agreement is entered into between: Service Provider: Volta Studio Address: [Insert full address] Client: Meridian Retail Group Address: [Insert full address] Effective Date: [Insert date] Note: The governing law of this agreement should be confirmed by both parties based on their respective jurisdictions before signing. --- SCOPE OF SERVICES Volta Studio agrees to provide the following services to Meridian Retail Group: Included: - Logo design (primary mark, secondary mark, and monogram variant) - Colour palette system (primary and secondary colours with hex, RGB, and CMYK values) - Typography system (primary and secondary typefaces with usage hierarchy) - Brand guidelines document (digital PDF, minimum 20 pages) - Final file delivery in print-ready and digital formats (AI, EPS, PNG, PDF) Excluded: - Website design or development - Photography, illustration, or copywriting - Printing or physical production of any materials - Any work not listed above Revisions: This engagement includes a maximum of two rounds of revisions per deliverable. Revisions beyond this limit will be quoted and invoiced separately. Revision requests must be submitted in writing within 7 days of each delivery. Any work outside the scope defined above requires a written change order agreed by both parties before work commences. --- PAYMENT TERMS Total project fee: [Insert agreed amount and currency] Payment schedule: - Deposit of 50% is due before work commences. Work will not begin until the deposit is received. - Final balance of 50% is due upon delivery of final files. Invoices are payable within 7 days of issue via bank transfer to details provided on the invoice. Late payment: Any invoice unpaid after the due date will accrue interest at 5% per month on the outstanding balance. Volta Studio reserves the right to suspend all work and withhold delivery of files until overdue invoices are settled in full. Ownership of all deliverables remains with Volta Studio until the final payment is received in full. See Intellectual Property clause below. --- INTELLECTUAL PROPERTY All creative work, designs, and materials produced by Volta Studio under this agreement remain the intellectual property of Volta Studio until full payment has been received. Upon receipt of the final payment in full, Volta Studio transfers to Meridian Retail Group full ownership of the agreed deliverables as specified in the Scope of Services above. Volta Studio retains the right to display the completed work in its portfolio and promotional materials unless otherwise agreed in writing. Note: If a licence model is preferred over full IP transfer, this clause should be amended accordingly before signing. --- CONFIDENTIALITY Both parties agree to treat all non-public information shared during this engagement as confidential. This includes business strategies, client data, creative briefs, financial information, and any materials marked as confidential by either party. Both parties agree not to disclose, reproduce, or use confidential information for any purpose outside this engagement without prior written consent. This obligation remains in effect for 2 years following the termination or completion of this agreement. Exclusions: Confidentiality obligations do not apply to information that is already publicly available, was independently developed without use of confidential information, or is required to be disclosed by law or court order. --- TERMINATION Termination by mutual agreement: Either party may terminate this agreement at any time by mutual written consent, with terms of settlement agreed in writing at the time of termination. Termination by client: If Meridian Retail Group terminates this agreement after work has commenced, a kill fee equal to 50% of the remaining unpaid balance is due immediately, in addition to payment for all work completed to the date of termination. Volta Studio will deliver all completed work upon receipt of these payments. Termination by service provider: Volta Studio may terminate this agreement with 7 days written notice if Meridian Retail Group fails to make payment as agreed, breaches any material term of this agreement, or fails to provide necessary materials or approvals within 14 days of request. All fees for work completed to the date of termination remain due and payable. --- LIABILITY AND WARRANTIES Volta Studio warrants that all work produced under this agreement is original, created by Volta Studio, and does not knowingly infringe the intellectual property rights of any third party. The total liability of Volta Studio under this agreement, for any claim arising from the services provided, shall not exceed the total fees paid by Meridian Retail Group under this agreement. Neither party shall be liable for any indirect, consequential, incidental, or loss-of-profit damages arising from this agreement, regardless of whether such damages were foreseeable. Meridian Retail Group warrants that they have full authority to enter into this agreement and that any materials provided to Volta Studio for use in the project do not infringe third-party rights. --- GENERAL PROVISIONS Entire agreement: This document constitutes the entire agreement between the parties and supersedes all prior discussions, proposals, or representations. Amendments: Any changes to this agreement must be made in writing and signed by both parties. Severability: If any clause of this agreement is found to be unenforceable, the remaining clauses continue in full effect. Governing law: This agreement shall be governed by the laws of [Insert jurisdiction]. Both parties are advised to confirm applicable governing law before signing. Signatures: Service Provider: _____________________________ Date: __________ Volta Studio Client: _____________________________ Date: __________ Meridian Retail Group ---