Graphic Artist Agreement

GRAPHIC ARTIST AGREEMENT

This Graphic Artist Agreement ("Agreement") is made as of between Client Name: with principal address and Artist Name: with principal address .

Recitals

WHEREAS, Client desires to obtain certain graphic design, illustration, and related production services for Client's business, marketing materials, and digital assets; and

WHEREAS, Artist is a professional graphic artist possessing the skill, experience, and personnel necessary to perform the services described in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the creation, delivery, ownership, and exploitation of the deliverables produced under this Agreement.

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

1. Services

Artist shall provide professional graphic design services as described in the project scope below (the "Services"). Artist shall perform the Services in a professional and workmanlike manner consistent with industry standards.

Deliverables shall include the items, formats, and quantities set forth below and any related source files expressly specified.

Expected delivery date for all initial deliverables:

2. Delivery and Acceptance

Artist shall deliver the Deliverables to Client by the dates set forth above. Client shall have a period of days from receipt to review and either accept or provide written, reasonably specific comments for revision. Failure to provide written comments within such period shall constitute acceptance.

3. Compensation

As full compensation for the Services and Deliverables, Client shall pay Artist the fees set forth below in U.S. dollars in accordance with the payment schedule.

Past due amounts shall accrue interest at a rate of . Client shall reimburse Artist for reasonable costs of collection for unpaid amounts.

4. Ownership and License

Subject to Client's timely payment in full of all sums due under this Agreement, Artist hereby assigns to Client all right, title and interest in and to the Deliverables created by Artist specifically for Client under this Agreement, including copyrights and the exclusive rights to reproduce, distribute, display, prepare derivative works, and otherwise exploit the Deliverables throughout the world. If any Deliverable cannot be assigned as a matter of law, Artist grants Client an exclusive, perpetual, transferrable, sublicensable license to such Deliverable.

Where Artist incorporates pre-existing materials, Artist grants Client a perpetual, non-exclusive license to use such pre-existing materials as incorporated in the Deliverables, unless otherwise agreed in writing.

Artist hereby waives and agrees not to assert any moral rights or attribution rights in the Deliverables to the extent permitted by law.

5. Revisions

Client is entitled to rounds of reasonable revisions per Deliverable as described in the Project Scope. Additional revisions shall be billed at Artist’s hourly rate of per hour.

6. Confidentiality

Each party shall keep confidential and shall not disclose to any third party any nonpublic information disclosed by the other party that is designated as confidential or that, by its nature, should reasonably be understood to be confidential ("Confidential Information"). Confidential Information shall not include information that is publicly known, rightfully acquired from a third party, or independently developed without reference to the other party’s Confidential Information.

7. Warranties and Representations

Artist represents and warrants that (a) Artist has full power and authority to enter into this Agreement; (b) the Deliverables will be original to Artist and will not infringe upon or misappropriate the intellectual property rights of any third party; and (c) Artist will comply with all applicable laws in performing the Services. Client represents that it has the right to request the Services and to grant rights to the Deliverables as set forth herein.

8. Indemnification

Artist shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of Artist’s representations and warranties, including claims of infringement arising from the Deliverables, provided that Client promptly notifies Artist in writing of any such claim and cooperates in the defense and settlement.

9. Insurance

Artist shall maintain insurance appropriate to the Services, including commercial general liability and professional liability coverage where applicable. Upon request, Artist shall provide certificates evidencing such insurance.

10. Term and Termination

This Agreement shall commence on the Effective Date and continue until completion of the Services unless earlier terminated as provided herein. Either party may terminate this Agreement for convenience upon days' prior written notice. In addition, either party may terminate immediately for material breach by the other party that remains uncured for days after written notice.

Upon termination, Client shall pay Artist for all Services performed and expenses incurred through the effective date of termination, and Artist shall deliver any completed Deliverables to Client, subject to Client’s payment of such amounts.

11. Independent Contractor

Artist is an independent contractor and not an employee, agent, partner, or joint venturer of Client. Artist shall be solely responsible for all taxes, withholdings and other statutory obligations of any sort, and shall not be entitled to any benefits provided by Client to its employees.

12. Taxes

Artist shall be responsible for the payment of all federal, state and local taxes and contributions with respect to payments received hereunder and for providing any statements or returns required by taxing authorities.

13. Notices

Notice to Client

Notice to Artist

Notices shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth above or such other address as either party may designate in writing.

14. Amendments; Waiver; Counterparts

This Agreement may be amended or modified only by a writing signed by both parties. No delay or failure to exercise any right or remedy shall operate as a waiver of such right or remedy. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

15. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified by Client for governing law: without regard to its conflict of laws principles.

16. Entire Agreement

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

17. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth below.

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