Design and Branding Agreement (Designer Favorable)

This Design & Branding Agreement (the “Agreement”), dated as of [Date], 202_ (the “Effective Date”), is entered into by and between [Designer], a [Designer Jurisdiction and Entity] located at [Designer Address] (“Designer”), and [Client], a [Client Jurisdiction and Entity] with a principal place of business located at [Client Address] (“Client”).

1.1 Statement of Work; Independent Contractor. During the Term, Designer will perform the services (the “Services”) described in the SOW, attached hereto as Exhibit A. In the event of a conflict between the body of this Agreement and any SOW, the terms of this Agreement will govern, unless otherwise indicated on the SOW with specific reference to the provision hereof to be superseded. The parties acknowledge and agree that Designer will provide the Services as an independent contractor. While Client is entitled to exercise a general power of supervision and control over the result of the Work, including but not limited to the rights to inspect, stop work and/or request modifications, Client will not control the manner or means by which Designer provides the Services, including but not limited to the time and place where the Services are performed, the methods employed, or the equipment used in connection therewith. Designer shall have no authority to enter into any contract on behalf of Client or to receive any payments on behalf of Client.

2.1 Fees and Reimbursable Expenses. As full and complete consideration for the Services set forth in each SOW, Client will pay Designer the fees set forth in such SOW (“Fees”). Designer will be reimbursed for expenses, as provided in the SOW (“Reimbursable Expenses”).

2.2 No Benefits; Tax Matters. As an independent contractor of Client, Designer will not be eligible to participate in any fringe benefits or benefit plans offered by Client to its employees, and Client will not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes on Designer’s behalf or on behalf of any employee of Designer. Designer will be responsible for all such taxes or contributions, including penalties and interest, and for the provision of health, disability, retirement, or other welfare benefits to its personnel.