Commission Agreement for Intruder

COMMISSION AGREEMENT FOR INTRUDER

This Commission Agreement for the original work entitled "Intruder" (the Work) is made and entered into by and between the parties identified below as of the Effective Date.

Parties

Commissioner Name:

Creator Name (Artist/Contractor):

Recitals

WHEREAS, Commissioner desires to commission Creator to produce an original tangible or digital artwork to be titled "Intruder" in accordance with the specifications and schedule set forth in this Agreement; and

WHEREAS, Creator represents that Creator has the professional skill and experience to create the Work and is willing to accept such commission under the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

Scope of Work

Creator shall produce and deliver the Work described below in a professional manner consistent with industry standards. Deliverables, specifications, and acceptance criteria shall include, at minimum, the items identified herein and any attached schedules.

Expected start date:    Estimated completion date:

Payment Terms

Commissioner agrees to pay Creator the compensation set forth below in exchange for the creation and delivery of the Work. All amounts are in U.S. dollars unless otherwise stated.

Late payments shall incur a late fee of per month on any unpaid balance, compounded monthly, plus any costs of collection, including reasonable attorneys' fees.

Term and Termination

This Agreement shall commence on the Effective Date and remain in effect until the Work is completed and final payment is made, unless earlier terminated as provided herein.

Effective Date:    Termination Date (if any):

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after written notice. Upon termination by Commissioner without cause, Creator shall be paid for all work performed to the date of termination, less any applicable setoffs.

Confidentiality

Each party agrees that it shall not disclose Confidential Information of the other party without prior written consent. "Confidential Information" includes nonpublic technical, financial, business and creative information disclosed in connection with the Work, but excludes information that is or becomes public through no fault of the recipient, independently developed by the recipient, or rightfully obtained from a third party without restriction.

The recipient shall use at least the same degree of care in protecting Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Intellectual Property and License

Creator warrants that the Work will be original and will not infringe the rights of any third party. Unless otherwise agreed in writing, Creator retains copyright in the Work and grants Commissioner a nonexclusive, worldwide license to use, reproduce, display, and distribute the Work for Commissioner's internal, promotional and commercial purposes as described in this Agreement. Any transfer of exclusive rights or assignment of copyright must be set forth in a separate written instrument signed by both parties and may require additional compensation.

Warranties; Indemnification

Creator represents and warrants that Creator has the right to enter into this Agreement and to grant the rights granted herein. Creator shall indemnify, defend and hold harmless Commissioner from and against any claims, liabilities or damages (including reasonable attorneys' fees) resulting from a breach of the foregoing warranty or from claims that the Work infringes any third-party rights.

Acceptance of Work

Commissioner shall have days following delivery to inspect the Work and provide written notice of rejection, specifying defects. If Commissioner does not provide timely notice, the Work will be deemed accepted.

Governing Law

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

Entire Agreement

This Agreement, together with any attachments and schedules hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Amendments or modifications to this Agreement are effective only if in writing and signed by both parties.

Miscellaneous

Notices shall be given in writing to the addresses listed above. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that monetary damages may be an inadequate remedy for breach of confidentiality or infringement and agree that equitable relief may be sought in such cases.

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