Creative Services Artist Contract

Creative Services Artist Contract

This Creative Services Artist Contract ("Agreement") is made effective as of by and between:

RECITALS

WHEREAS, Client Name: desires to engage Artist to provide creative services for Client's business and promotional needs; and

WHEREAS, Artist Name: represents that Artist has the skill, experience, and capacity to perform the services described in this Agreement; and

WHEREAS, the parties agree to the terms set forth below governing the provision, delivery, payment, and ownership of creative works produced by Artist.

SCOPE OF WORK

Artist shall render the creative services and deliverables described in this Agreement (the "Services") in accordance with the specifications set forth below and any written addenda executed by the parties.

PAYMENT TERMS

Client agrees to pay Artist the fees and reimbursements set forth below in consideration for the Services. All payments shall be made in U.S. dollars unless otherwise agreed in writing.

Invoices unpaid within 30 days of invoice date shall accrue interest as specified above and Client shall pay all costs of collection, including reasonable attorneys' fees.

EXPENSES

Client shall reimburse Artist for pre-approved, reasonable out-of-pocket expenses incurred in connection with performance of the Services. Reimbursable expenses require prior written approval unless explicitly set forth below.

TERM AND TERMINATION

This Agreement commences on and will terminate on unless earlier terminated in accordance with this Agreement.

Either party may terminate for convenience upon days' prior written notice. Either party may terminate immediately for material breach if the breach is not cured within 15 days after written notice of breach. Upon termination, Client shall pay Artist for all Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party may disclose Confidential Information to the other in connection with this Agreement. "Confidential Information" means non-public information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Recipient shall hold Confidential Information in strict confidence, use it solely for performance under this Agreement, and shall not disclose it except to employees, contractors, or professional advisors who need to know and are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations survive termination for a period of three (3) years.

INTELLECTUAL PROPERTY AND LICENSE

Unless otherwise agreed in writing, Artist retains copyright and moral rights in all original works created by Artist. Upon full payment, Artist grants Client a exclusive worldwide license non-exclusive license for the use of the Deliverables for the purposes described in this Agreement. Any rights not expressly granted are reserved by Artist.

REPRESENTATIONS, WARRANTIES & INDEMNIFICATION

Each party represents that it has the full power and authority to enter into this Agreement. Artist warrants that the Deliverables will be original to Artist and will not knowingly infringe the intellectual property rights of third parties. Client warrants that any materials provided to Artist do not infringe third-party rights. Each party shall indemnify, defend, and hold harmless the other against claims arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct. The indemnifying party shall control the defense and settlement of such claims, provided that the other party's consent to settlement shall not be unreasonably withheld if the settlement imposes any obligations or admissions on the non-indemnifying party.

LIMITATION OF LIABILITY

Except for liability arising from breach of confidentiality, gross negligence, willful misconduct, or indemnification obligations, neither party shall be liable to the other for incidental, consequential, special, or punitive damages. The aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the total amounts paid by Client to Artist under this Agreement in the twelve (12) months preceding the claim.

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 provisions. Any dispute arising under this Agreement shall be resolved in the courts located within that jurisdiction, subject to the parties' rights to seek provisional or injunctive relief in any court of competent jurisdiction.

ENTIRE AGREEMENT

This Agreement, together with any attachments, exhibits, and written change orders signed by both parties, 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 to this Agreement must be in writing and signed by both parties.

NOTICES

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notice is effective upon delivery or three (3) days after deposit in the U.S. mail, postage prepaid, whichever occurs first.

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