Business Illustration Form

BUSINESS ILLUSTRATION AGREEMENT

This Business Illustration Agreement (the Agreement) is entered into by and between:

Effective Date:

RECITALS

WHEREAS, Client requires professional illustration services for use in Client's business materials, advertising, packaging, or digital assets for the project described as: ; and

WHEREAS, Provider is a professional illustrator with the skills, experience, and resources necessary to produce original illustrations and related deliverables described in this Agreement; and

WHEREAS, the parties desire to set forth their respective roles, payment terms, intellectual property allocation, confidentiality obligations, and the scope of the work to be performed by Provider.

SCOPE OF WORK

Provider shall perform the services and deliver the deliverables described below in accordance with the specifications, timeline, and milestones set forth in this section.

Format:    Due Date:

Format:    Due Date:

PAYMENT TERMS

Client agrees to pay Provider the fees and expenses set forth below in consideration for Provider's performance of the Scope of Work.

Invoices are due within days of receipt. Late payments shall accrue interest at % per month (or the highest rate permitted by law), plus any collection costs.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice provided at least days prior to termination. Upon termination for any reason, Client shall pay Provider for all work performed and reimbursable expenses incurred through the effective date of termination and for accepted deliverables.

Termination for material breach shall be effective immediately upon delivery of written notice of breach if the breaching party fails to cure such breach within days.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each party shall (i) maintain confidential information in strict confidence, (ii) not disclose such information to any third party except as expressly permitted in this Agreement, and (iii) use such information solely to perform its obligations hereunder. Confidentiality obligations shall survive termination for a period of years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY AND LICENSES

Unless otherwise agreed in writing, Provider retains copyright to all original illustrations until Client has paid all amounts due in full. Upon receipt of full payment, Provider shall assign to Client all right, title and interest in and to the final deliverables as works made for hire to the extent permissible; if state or federal law prevents a full assignment, Provider grants Client an exclusive, irrevocable, worldwide, perpetual license to use, reproduce, display and distribute the final deliverables for the uses specified in this Agreement.

Moral rights: To the extent permitted by law, Provider hereby waives any moral rights in the deliverables and consents to Client's modification and commercial use. Provider represents that deliverables will be original and will not infringe third-party rights.

Assignment upon full payment: Provider assignment of rights to Client upon receipt of full payment

REVISIONS

Number of revisions included: . Additional revisions requested beyond the included number shall be billed at per revision, payable within the invoice terms.

WARRANTIES, INDEMNITY AND LIMITATION OF LIABILITY

Provider warrants that the services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's breach of this Agreement, willful misconduct, or negligent acts. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT, EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S BREACH OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY OBLIGATIONS.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its choice of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement (including any attached exhibits and purchase orders expressly incorporated by reference) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

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