Artist Services License Agreement

ARTIST SERVICES LICENSE AGREEMENT

This Artist Services License Agreement (the Agreement) is made as of Effective Date: by and between Client Name: , with principal place of business at (Client), and Artist Name: , with address at (Artist).

RECITALS

WHEREAS, Client desires to engage Artist to create certain visual, audio, multimedia, or other artistic works and to obtain a license to use the resulting deliverables as set forth in this Agreement; and

WHEREAS, Artist possesses the skill and expertise to provide the services and to create the works described below and is willing to grant Client a license on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows.

1. DEFINITIONS

1.1 "Services" means the creation, development, and delivery of the works described in Section 2. The specific Services to be performed are summarized as follows:

1.2 "Deliverables" means the final deliverable items to be delivered to Client, including electronic files, prints, or other media, as specified:

2. SERVICES, DELIVERY AND ACCEPTANCE

2.1 Performance. Artist shall perform the Services in a professional manner in accordance with industry standards and shall deliver the Deliverables by the delivery dates set forth herein or otherwise agreed in writing. Anticipated delivery schedule or milestones:

2.2 Acceptance. Client shall have days from delivery to review the Deliverables and either accept them or provide written notice of any defects or nonconformities. Failure to provide timely written notice shall constitute deemed acceptance.

3. LICENSE GRANT

3.1 Grant. Subject to full payment and compliance with this Agreement, Artist hereby grants to Client a Non-Exclusive Exclusive license, limited as follows:

(a) Permitted Uses: Client may use the Deliverables for the following purposes:

(b) Territory: . (c) Term: . The license granted is conditioned upon payment described in Section 5.

3.2 Limitations. Client shall not sublicense, transfer, or assign rights granted under this Agreement except as expressly permitted in writing. Client shall not modify the Deliverables other than as reasonably necessary for the Permitted Uses without Artist's prior written consent.

4. OWNERSHIP; COPYRIGHT; MORAL RIGHTS

4.1 Ownership. Except for the license granted herein, the Artist retains all right, title and interest in and to the Deliverables, including all copyrights and moral rights, unless the parties execute a separate written instrument transferring copyright. Any transfer of copyright shall be effective only if set forth in a signed written assignment.

4.2 Moral Rights. To the extent Artist may have moral rights in the Deliverables, Artist hereby reserves those rights; however, Artist grants Client a waiver of such moral rights solely to the extent necessary for Client to exercise the license granted herein for the Permitted Uses.

5. COMPENSATION; EXPENSES

5.1 Fee. In consideration for the Services and license, Client shall pay Artist a fee of (License Fee) pursuant to the payment schedule:

5.2 Expenses. Reimbursable expenses: Expenses are reimbursable as agreed. If reimbursable, Client will reimburse Artist upon submission of receipts and documentation within thirty (30) days.

6. REVISIONS

6.1 Revision Rounds. Client is entitled to rounds of reasonable revisions included in the Fee. Additional revisions beyond the included rounds will be billed at Artist's then-current hourly rate as set forth in the payment schedule.

7. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

7.1 Artist Representations. Artist represents and warrants that (a) Artist has the right to enter into this Agreement and grant the rights granted herein, (b) Deliverables will be original to Artist and will not infringe the rights of any third party, and (c) to Artist's knowledge no third-party consents are required for the license granted, except as disclosed in writing prior to execution.

7.2 Client Representations. Client represents and warrants that Client has the authority to enter into this Agreement and that Client's requested uses of the Deliverables do not violate any applicable law or third-party rights.

7.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH ABOVE, ARTIST DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

8.1 Mutual Indemnity. Each party (the Indemnifying Party) shall indemnify, defend and hold harmless the other party (the Indemnified Party) from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of third-party claims to the extent resulting from the Indemnifying Party's breach of its representations, warranties, or obligations under this Agreement.

9. CONFIDENTIALITY

9.1 Confidential Information. Each party shall keep confidential all non-public information disclosed by the other party that is identified as confidential or that reasonably should be understood to be confidential. Confidential information shall not include information that is publicly available or rightfully obtained from a third party.

10. TERM; TERMINATION

10.1 Term. This Agreement commences on the Effective Date and shall continue for the Term of the license granted in Section 3, unless earlier terminated as provided herein.

10.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice specifying the breach.

10.3 Effect of Termination. Upon termination, all licenses granted to Client shall cease except that Client may continue to use copies of Deliverables lawfully acquired and paid for prior to termination to the extent permitted by this Agreement. Client shall return or destroy all confidential materials of Artist upon request.

11. LIMITATION OF LIABILITY

11.1 Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on Liability. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, A PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO ARTIST UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested):

13. ASSIGNMENT

Neither party may assign or delegate this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control so long as the assignee assumes the assigning party's obligations.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of law principles.

15. ENTIRE AGREEMENT; SEVERABILITY

15.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written.

15.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that approximates the parties' original intent.

16. AMENDMENTS; WAIVER; COUNTERPARTS

Any amendment or modification of this Agreement must be in writing and signed by both parties. No waiver of any breach shall be effective unless in writing. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

17. ADDITIONAL PROVISIONS

17.1 Publicity. Neither party shall use the other party's name, logo, or trademarks for public advertising or publicity without prior written consent, except that Artist may display the Deliverables in Artist's portfolio and promotional materials unless Client checks the box below: Do not allow portfolio use

17.2 Attribution. Client shall provide attribution credit as follows where reasonably practicable: Attribution required — Attribution text:

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