Copyright Agreement for AI Art

Copyright Agreement for AI Art

This Copyright Agreement for AI-Generated Artwork (the "Agreement") is entered into effective as of by and between Creator Name: with an address at (hereinafter "Creator"), and Commissioning Party Name: with an address at (hereinafter "Commissioning Party").

RECITALS

WHEREAS, Creator has created or will create certain visual artwork generated in whole or in part through automated or machine-assisted processes, including prompts, models, and post-processing (the "Work"); and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the copyright, moral rights, and exploitation of the Work; and

WHEREAS, the Commissioning Party wishes to obtain certain rights in the Work in consideration of the payments and other terms set forth below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS

"Work Title" means the title or short identifying description of the artwork:

"Deliverables" means the final digital files and any derivative file formats delivered to the Commissioning Party as described in Section 4.

2. DESCRIPTION OF WORK

The Work will be delivered in the following format(s): and the anticipated delivery date is .

3. OWNERSHIP, ASSIGNMENT AND LICENSE

The parties must select one option regarding copyright ownership (select only one):

Creator hereby assigns, transfers and conveys to Commissioning Party all right, title and interest in and to the copyright in the Work, including registrations and renewals, throughout the world, for the full term of copyright and any renewals. Such assignment is made subject to the Representations and Warranties below and effective upon full payment for the Work.

Creator grants to Commissioning Party an exclusive, transferable, sublicensable license to use, reproduce, distribute, publicly display, and create derivative works of the Work throughout the world, for the full term of copyright and any renewals.

Creator grants to Commissioning Party a non-exclusive license to use the Work as specified in Section 4. Unless an assignment or exclusive license is selected, Creator retains ownership of copyright.

4. SCOPE OF RIGHTS AND RESTRICTIONS

The rights provided herein shall include the right to reproduce, display, distribute, and prepare derivative works in any medium now known or later developed, subject to the scope selected in Section 3. Commissioning Party's rights do not include the right to assert moral rights against Creator unless expressly waived in Section 6.

5. COMPENSATION

6. MORAL RIGHTS; WAIVER

Creator hereby asserts any moral rights to the extent permitted by law and acknowledges that such rights may be waived. The parties may waive moral rights as follows:

Creator irrevocably waives all moral rights in the Work to the extent permitted by applicable law.

7. REPRESENTATIONS AND WARRANTIES

Creator represents and warrants that: (a) Creator is the sole author of the Work or has the right to grant the rights set forth herein; (b) the Work is original to Creator and does not infringe any third party copyright, trademark, trade secret, or other proprietary right; (c) to the extent the Work incorporates third-party materials or preexisting works, Creator has obtained all necessary licenses and consents and will disclose such materials in writing prior to delivery; and (d) Creator has not assigned, licensed, or otherwise encumbered the rights granted to Commissioning Party except as disclosed in writing.

Commissioning Party represents and warrants that any materials, prompts, datasets, or instructions provided to Creator do not violate the rights of third parties and that Commissioning Party's use of the Work will comply with applicable laws.

8. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of any breach of such party's representations, warranties or obligations under this Agreement, except to the extent such losses are caused by the indemnitee's own gross negligence or willful misconduct.

9. CONFIDENTIALITY

Each party will maintain in confidence all nonpublic business information of the other party disclosed in connection with this Agreement and will not disclose such information to any third party without prior written consent, except as required by law.

10. DELIVERY AND ACCEPTANCE

Creator shall deliver the Deliverables to Commissioning Party by the delivery date set forth in Section 2. Commissioning Party shall have a period of days to review and either accept or provide written notice of defects. Absent timely notice, the Deliverables shall be deemed accepted.

11. TERMINATION

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within thirty (30) days after written notice. Termination shall not affect any rights or obligations accrued prior to termination, including payment obligations and any rights granted to Commissioning Party that are intended to survive termination.

12. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate in writing.

14. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified here: , without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any dispute arising out of or relating to this Agreement.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. Failure to enforce any provision shall not constitute a waiver of rights. 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. MISCELLANEOUS

The parties acknowledge that the use of neural networks, machine learning models, or other automated tools in the creation of the Work may involve third-party components. Creator shall disclose in writing any such third-party components and relevant license terms prior to delivery of the Work. The obligations that by their nature should survive termination shall survive, including ownership, indemnification, and payment obligations.

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