Business Artwork Document

BUSINESS ARTWORK DOCUMENT

Parties

Recitals

WHEREAS, Client has engaged Artist to create original artwork and associated deliverables as described in this Agreement, and Artist represents that they have the skill and capacity to perform such services; and

WHEREAS, the parties wish to set forth the terms under which Artist will create, deliver and license artwork to Client, including payment, delivery, ownership and confidentiality provisions; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows effective as of .

Scope of Work

Artist shall provide the following services and deliverables to Client in accordance with the specifications below. The parties agree that any material change in scope shall require written amendment and adjustment to fees and schedule.

Delivery Due Date: . Acceptance Period: Client shall have days from delivery to review and provide written acceptance or requested corrections.

Payment Terms

Client shall pay Artist the total fee set forth below in accordance with the schedule. All fees are stated in U.S. dollars unless otherwise agreed in writing.

Deposit Due Date: . Balance Due: Client shall pay the remaining balance upon final approval and prior to delivery of final files unless otherwise agreed in writing. Balance due date: .

Late Fee: Any undisputed past-due amount shall accrue interest at a rate of % per month (or the maximum permitted by law, if less), and Client shall be responsible for collection costs and reasonable attorney fees incurred by Artist in collecting overdue amounts.

Term and Termination

Term Commencement Date: . Term End Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. For material breach that is not cured within a reasonable cure period of thirty (30) days following written notice, the non-breaching party may terminate immediately. Termination shall not relieve Client of the obligation to pay for work performed and expenses incurred prior to termination.

Confidentiality

Each party agrees to keep confidential and not disclose any proprietary or confidential information of the other party disclosed in connection with this Agreement, except as required by law or to perform obligations under this Agreement. Confidential information does not include information that: (a) is or becomes publicly available without breach; (b) was rightfully known prior to disclosure; or (c) is rightfully obtained from a third party without restriction. Upon termination, each party will return or destroy confidential materials of the other party upon request.

Intellectual Property and License

Artist retains ownership of all underlying conceptual materials, drafts and preliminary work product unless the parties agree in writing to an assignment. Upon full payment of all amounts due under this Agreement, Artist grants Client the following rights for the Deliverables (select one or specify):

Credit: Client agrees to credit Artist where practical as follows: "Artwork by " .

Warranties; Indemnity; Limitations

Artist warrants that the Deliverables will be original to Artist and not knowingly infringe third-party copyrights or other proprietary rights. Client warrants that any materials provided to Artist for inclusion in the Deliverables do not infringe third-party rights. Each party indemnifies the other from losses arising out of breaches of these warranties, subject to the indemnified party providing prompt written notice, reasonable cooperation and sole control of defense and settlement.

Except for willful misconduct or gross negligence, neither party shall be liable to the other for incidental, special, consequential or punitive damages. The aggregate liability of either party under this Agreement shall not exceed the fees paid by Client to Artist under this Agreement.

Delivery, Approval and Revisions

Artist will deliver final files in agreed formats. Client shall review delivered work within the Acceptance Period and either accept or provide a consolidated list of required revisions. The Agreement includes rounds of revisions included in the fee; additional revisions will be billed at Artist's standard hourly rate or a mutually agreed fee.

Governing Law

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

Entire Agreement; Amendment

This Agreement, together with any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any modification or amendment must be in writing and signed by both parties.

Miscellaneous

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or successor in connection with a merger or sale of substantially all assets.

Acknowledgment

By signing below, the parties acknowledge that they have read, understood and agreed to the terms and conditions of this Business Artwork Document and are authorized to execute this Agreement.

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