SECTION 1 - COMPLETE CONTRACT FREELANCE BRAND DESIGN SERVICE AGREEMENT This Freelance Brand Design Service Agreement (the Agreement) is entered into as of [DATE] by and between: Alex Rivera, operating as a freelance brand designer, with an address at [ADDRESS], [CITY, STATE, ZIP] (Designer) and Bright Digital Agency LLC, with its principal place of business at [ADDRESS], [CITY, STATE, ZIP] (Client) collectively referred to as the Parties. 1. SCOPE OF WORK 1.1 Designer agrees to provide the following services and deliverables (the Project): - Logo design: primary logo, secondary logo variation, and monogram or icon mark - Color palette: primary and secondary color specifications in HEX, RGB, CMYK, and Pantone formats - Typography system: primary and secondary typeface selection with usage guidelines - Brand guidelines document: comprehensive PDF documenting all brand elements, usage rules, and examples - Business card design: front and back design delivered in print-ready format 1.2 The scope of work is limited strictly to the deliverables listed in Section 1.1. Any work, revisions, or deliverables not explicitly listed above are outside the scope of this Agreement and require a separate written Change Order before work begins. 1.3 Client is responsible for providing all required content, copy, reference materials, and feedback within [5] business days of each request. Delays caused by Client's failure to provide timely materials will automatically extend the project timeline. 1.4 This Agreement does not include website design, social media templates, packaging design, photography, copywriting, or any deliverable not listed in Section 1.1 unless added by written Change Order. 2. PAYMENT TERMS 2.1 The total fee for the Project is Four Thousand Five Hundred US Dollars ($4,500.00 USD), payable as follows: (a) Deposit: $2,250.00 (50%) due upon execution of this Agreement before work begins (b) Final Payment: $2,250.00 (50%) due upon delivery of final approved files 2.2 Designer will not commence work until the deposit payment has been received and cleared. 2.3 Invoices are due within [7] days of issuance. Invoices unpaid after the due date will accrue a late fee of one and one-half percent (1.5%) per month on the outstanding balance, calculated from the original due date until the date of actual payment. 2.4 Final deliverable files will not be released until all outstanding payments including any accrued late fees have been paid in full. 2.5 Payment shall be made via [PAYMENT METHOD - bank transfer, PayPal, Stripe, etc.] to [PAYMENT DETAILS PLACEHOLDER]. 3. KILL FEE - CLIENT CANCELLATION 3.1 If Client cancels this Project after work has commenced, the following kill fee schedule applies based on project completion stage at the time of cancellation: (a) Cancellation before any work begins: full deposit refund minus a $[ADMIN FEE] administrative fee (b) Cancellation after work has begun but before first concept delivery: Client forfeits the full deposit of $2,250.00 (c) Cancellation after first concept delivery: Client owes 75% of the total project fee ($3,375.00), less any amount already paid (d) Cancellation after second round of revisions or later: Client owes 100% of the total project fee ($4,500.00) 3.2 Kill fees compensate Designer for time allocated to the Project and opportunities declined. These fees are not penalties and are enforceable as liquidated damages under California law. 3.3 All work completed up to the cancellation date remains the property of Designer until all amounts owed under this Agreement are paid in full. 4. INTELLECTUAL PROPERTY AND OWNERSHIP 4.1 Upon receipt of full and cleared payment of all amounts owed under this Agreement, Designer assigns to Client all right, title, and interest in and to the final approved deliverables listed in Section 1.1, including all applicable intellectual property rights. 4.2 NO INTELLECTUAL PROPERTY RIGHTS TRANSFER UNTIL FULL PAYMENT IS RECEIVED AND CLEARED. Until such time, all work product remains the exclusive property of Designer. 4.3 Designer retains ownership of all preliminary concepts, rejected designs, sketches, and unused design directions created during the Project. These materials remain the property of Designer and are not transferred to Client under this Agreement. 4.4 Designer retains the right to display the completed Project in their portfolio, website, and promotional materials. Client may request confidentiality of specific elements in writing within [30] days of final delivery. 4.5 Designer warrants that the final deliverables are original work and do not knowingly infringe third-party intellectual property rights. Designer's liability for any such infringement is limited to the total fees paid under this Agreement. 5. CONFIDENTIALITY 5.1 Designer agrees to keep all non-public business information, project details, financial information, and proprietary materials shared by Client confidential and not to disclose such information to any third party without prior written consent. 5.2 This confidentiality obligation does not apply to information that is publicly available, independently developed by Designer, or required to be disclosed by law. 5.3 This clause survives termination of this Agreement for a period of [2] years. 6. REVISIONS AND CHANGE ORDERS 6.1 This Agreement includes three (3) rounds of revisions within the agreed project scope. A revision round is defined as a consolidated set of feedback on one deliverable submitted in a single communication. 6.2 A revision is limited to changes within the existing design direction. A request to change the fundamental design concept, add new deliverables, or significantly alter the project scope constitutes a new scope of work, not a revision. 6.3 Revisions requested beyond three (3) rounds will be billed at Designer's hourly rate of $[HOURLY RATE] per hour, invoiced before work begins on additional rounds. 6.4 Any request for work outside the scope defined in Section 1.1 requires a written Change Order. Change Orders must include a description of the additional work, the additional fee, and must be signed by both Parties before Designer begins the additional work. 7. DISPUTE RESOLUTION 7.1 The Parties agree to first attempt to resolve any dispute arising under this Agreement through good faith negotiation for a period of [30] days following written notice of the dispute. 7.2 If good faith negotiation fails to resolve the dispute, the Parties agree to submit the dispute to binding arbitration administered by [ARBITRATION PROVIDER - AAA or JAMS] in [CITY], California, before resorting to litigation. 7.3 Notwithstanding the above, either Party may seek injunctive or emergency relief in any court of competent jurisdiction to prevent irreparable harm, including to protect intellectual property rights. 7.4 The prevailing Party in any arbitration or litigation proceeding shall be entitled to recover reasonable attorney fees and costs from the non-prevailing Party. 8. TERMINATION 8.1 Either Party may terminate this Agreement with [14] days written notice to the other Party. 8.2 Upon termination by Client, the kill fee schedule in Section 3 applies immediately. 8.3 Upon termination by Designer for Client's material breach including non-payment, Client shall pay Designer for all work completed to the termination date at a pro-rated rate based on the total project fee, plus any accrued late fees. 8.4 Upon termination, Designer shall deliver all completed work product to Client upon receipt of all outstanding payments. Intellectual property transfer follows Section 4 and requires full payment. 9. INDEPENDENT CONTRACTOR STATUS 9.1 Designer is an independent contractor and not an employee of Client. Designer is solely responsible for all taxes, insurance, and benefits related to compensation received under this Agreement. 9.2 Designer retains the right to perform services for other clients during the term of this Agreement provided such work does not create a conflict of interest or breach any confidentiality obligation under this Agreement. 10. LIMITATION OF LIABILITY 10.1 Designer's total liability under this Agreement shall not exceed the total fees paid by Client under this Agreement. 10.2 Neither Party shall be liable for indirect, incidental, consequential, or punitive damages arising from this Agreement. 11. GOVERNING LAW 11.1 This Agreement shall be governed by and construed in accordance with the laws of the State of California, USA. 12. ENTIRE AGREEMENT 12.1 This Agreement constitutes the entire agreement between the Parties with respect to the Project and supersedes all prior discussions, emails, and representations. 12.2 This Agreement may only be amended by a written document signed by both Parties. 12.3 If any provision is found unenforceable, the remaining provisions continue in full force. SIGNATURE BLOCK DESIGNER: Signature: _______________________ Name: Alex Rivera Date: _______________________ CLIENT: Signature: _______________________ Name: [AUTHORIZED REPRESENTATIVE NAME] Title: [TITLE], Bright Digital Agency LLC Date: _______________________ AI-generated. Review with licensed attorney before signing. SECTION 2 - CLIENT ONBOARDING EMAIL Subject: Your Brand Design Contract and Next Steps - Bright Digital Agency Hi [CLIENT NAME], Excited to get started on your brand identity project! Attached is our service agreement covering everything we discussed. Please review, sign, and return at your earliest convenience. To kick things off, your deposit of $2,250 can be paid here: [PAYMENT LINK] Once payment clears I will begin immediately. Our target completion date is December 15, 2024. Any questions just ask. Looking forward to this! Alex Rivera SECTION 3 - RED FLAGS CHECKLIST Red Flag 1 - Vague or ever-expanding project description Warning sign: The brief uses phrases like and anything else we need, full branding, or similar work without specifying exactly what is included. Clause to add: Strengthen Section 1.4 with an explicit exclusions list naming every deliverable category NOT included. Add language stating that any work not listed requires a paid Change Order. Red Flag 2 - Resistance to paying a deposit Warning sign: Client asks to pay everything on completion, wants to delay the deposit, or offers to pay more later if they like the work. Clause to add: Add a clause stating that no work commences under any circumstances until the deposit is received and cleared, and that verbal or written project approval does not substitute for payment. Red Flag 3 - Mentions multiple decision-makers or approval by committee Warning sign: Client says things like I will need to run it by my partner, board, or team before approving. Clause to add: Add a Designated Approver clause naming one specific individual whose written approval constitutes final Client approval for each stage, and stating that revision rounds do not reset when new stakeholders are introduced after work has begun. Red Flag 4 - Requests ownership of working files or source files not listed in scope Warning sign: Client asks upfront for native files, source files, editable files, or all design assets as part of the package. Clause to add: Add a Source Files clause specifying whether working files are included, and if so at what additional fee. Clarify that source file delivery follows the same IP transfer rules as final files — payment in full required before transfer. Red Flag 5 - Unclear or rush timeline with undefined approval process Warning sign: Client says things like we need this fast, can you turn this around in a week, or we are flexible on the deadline. Clause to add: Add a Client Feedback Deadline clause stating that Client must provide consolidated feedback within [5] business days of each deliverable. If Client fails to respond within this window Designer may pause the project and the timeline extends accordingly with no penalty to Designer. SECTION 4 - SCOPE CREEP RESPONSE SCRIPT Subject: Re: [PROJECT NAME] - Additional Request Hi [CLIENT NAME], Thanks for sending this over. What you are describing falls outside the scope of our current agreement, which covers [BRIEF SUMMARY OF CONTRACTED SCOPE]. I would love to help with this. I can put together a Change Order for the additional work — my rate for this would be $[AMOUNT]. Shall I send that over? Alex