Illustration Services Contract

Illustration Services Contract

This Illustration Services Contract (the "Agreement") is entered into as of Effective Date: by and between Client Name: with principal address: ("Client"), and Illustrator Name: with principal address: ("Illustrator").

RECITALS

WHEREAS, Client desires to retain Illustrator to provide original illustration services in connection with Client's project described below; and

WHEREAS, Illustrator represents that Illustrator has the skill, expertise, and capacity to perform the services and create the Deliverables described in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the creation, delivery, payment, licensing, and ownership of the commissioned illustrations.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows.

1. Services and Deliverables

1.1 Services. Illustrator shall provide illustration services as described in the Project Description below and any attachments (collectively, the "Services"). Services shall include conceptual sketches, color comps, final art, and file preparation as specified.

2. Schedule and Milestones

2.1 Milestones. The parties shall adhere to the following milestone schedule unless otherwise agreed in writing. Time is of the essence for milestone delivery.

Due Date:

Due Date:

3. Fees and Payment

3.1 Fees. Client shall pay Illustrator the total fee set forth below in lawful currency. Unless otherwise agreed, all payments are non-refundable except as expressly provided in this Agreement.

3.2 Payment Schedule. Deposit due upon execution. Remaining balance due upon delivery of final Deliverables or on Balance Due Date: . Late payments shall incur interest at a rate of and Client shall be responsible for collection costs and reasonable attorneys' fees.

3.3 Expenses. Client shall reimburse Illustrator for pre-approved out-of-pocket expenses incurred in connection with the Services upon presentation of receipts.

4. Revisions and Acceptance

4.1 Revisions. The fee includes revision rounds. Additional revisions requested by Client shall be billed at unless otherwise agreed in writing.

4.2 Acceptance. Client shall review Deliverables within days of delivery and may either accept in writing or provide a written list of requested revisions. If Client fails to respond within that period, Deliverables shall be deemed accepted.

5. Ownership; Grant of Rights

5.1 Ownership of Original Artwork. Unless otherwise expressly provided in writing, Illustrator retains copyright and ownership of all original artwork, sketches, drafts, and source files. Upon full and final payment of the Fees, Illustrator grants Client the license rights described in Section 5.2.

5.2 License. Subject to full payment, Illustrator grants Client a Non-exclusive license    Exclusive license    for the following uses: . Any license not expressly granted is reserved by Illustrator.

5.3 Moral Rights; Credit. Illustrator hereby waives and agrees not to assert any moral rights in the Deliverables to the extent permitted by law. Client shall provide credit to Illustrator in the form: where reasonably practicable.

6. Warranties; Representations

Illustrator represents and warrants that (a) Illustrator has the right to enter into this Agreement and grant the rights granted herein; (b) Deliverables will be original to Illustrator and will not knowingly infringe the intellectual property rights of any third party; and (c) Deliverables will conform to the specifications set forth in this Agreement. Client represents that any materials provided to Illustrator do not infringe third-party rights and that Client has authority to license any third-party materials supplied.

7. Confidentiality

Each party shall hold in confidence and not disclose to third parties any confidential information received from the other party in connection with the Services, except as required by law. Confidential information does not include information that is publicly known through no breach of this Agreement or known to the receiving party prior to disclosure.

8. Indemnification and Limitation of Liability

8.1 Indemnification. Each party shall indemnify, defend and hold the other harmless from and against any third-party claims arising out of its breach of any representation, warranty, or other obligation under this Agreement, subject to the indemnified party providing prompt written notice and reasonable cooperation.

8.2 Limitation of Liability. Except for liability arising from willful misconduct or gross negligence, a party's aggregate liability under this Agreement shall not exceed the total Fees paid by Client to Illustrator under this Agreement. Neither party shall be liable for consequential, incidental, special, or punitive damages.

9. Term; Termination; Effect of Termination

9.1 Term. This Agreement shall commence on the Effective Date and continue until the Services are completed, unless earlier terminated in accordance with this Agreement.

9.2 Termination. Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days after written notice. Client may terminate for convenience upon written notice but shall pay Illustrator for all work performed and expenses incurred through the termination date and any non-cancellable commitments.

9.3 Effect of Termination. Upon termination, Client shall cease using Deliverables not paid for and shall return or destroy confidential materials. Termination shall not relieve Client of the obligation to pay for Services performed prior to termination.

10. Independent Contractor; Taxes

Illustrator is an independent contractor and not an employee, agent, partner, or joint venturer of Client. Illustrator shall be solely responsible for all taxes, insurance, benefits, and other obligations associated with compensation received under this Agreement.

11. Notices

All notices, requests, consents, and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below by personal delivery, certified mail, or commercial courier and shall be effective upon receipt.

12. Assignment; Subcontracting

Neither party may assign this Agreement without the prior written consent of the other party, except that Illustrator may subcontract portions of the Services provided Illustrator remains responsible for performance. Any purported assignment in violation of this provision shall be void.

13. Miscellaneous

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State identified by Client State: without regard to conflict of law principles.

Entire Agreement. This Agreement, together with any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings, whether written or oral.

Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall substitute a valid provision that most closely effects the original intent.

Amendments; Waiver. Any amendment or waiver of any provision of this Agreement must be in writing and signed by both parties. The failure of a party to enforce any right shall not constitute a waiver of such right.

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic or facsimile signatures shall be binding.

SIGNATURES

The parties below represent that they are authorized representatives of their respective entities and have the authority to bind the party for whom they sign.

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