Legal Art Test Agreement

LEGAL ART TEST AGREEMENT

This Legal Art Test Agreement ("Agreement") is entered into as of by and between Client Name: , Client Entity Type: Individual Business, with principal address: ; and Artist Name: , Artist Entity Type: Individual Business, with principal address: .

RECITALS

WHEREAS, Client desires to engage Artist to produce one or more preliminary artwork samples, mockups, or prototypes for evaluation (the "Test Art") prior to any commission for final works; and

WHEREAS, Artist has represented that Artist possesses the creative skill, expertise, and capacity to prepare the Test Art in accordance with the specifications and acceptance criteria set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to creation, delivery, evaluation, ownership, and potential transfer or licensing of the Test Art.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

"Test Art" means the preliminary artwork, sketches, mockups, prototypes, digital files, and related materials created by Artist for Client under this Agreement, as described in Section 2. "Acceptance" means Client's written approval in accordance with Section 4.

2. SCOPE OF WORK

Artist shall prepare the Test Art as follows: Deliverable Description:

Quantity/Units: . Format and file types: .

3. DELIVERY AND SCHEDULE

Artist shall deliver the Test Art to Client no later than , unless extended in writing. Delivery shall be deemed complete upon transmission of final files to Client's delivery contact or by physical shipment if applicable.

Acceptance period: Client shall have days from delivery to review and either accept or provide written rejection with stated reasons. Failure to timely respond shall be deemed acceptance.

4. REVISIONS; ACCEPTANCE CRITERIA

Client is entitled to up to rounds of reasonable revisions to Test Art included in the Test Fee. Revisions beyond that number shall be billed at Artist's standard hourly rate as set forth in writing.

Acceptance Criteria:

5. FEES AND PAYMENT

Test Fee (non-refundable unless otherwise agreed): $ .

If Client elects to commission final artwork based on Test Art, any transfer of ownership, additional fees, and final deliverables shall be governed by a separate written agreement unless otherwise stated in Section 7 below.

6. CONFIDENTIALITY

Each party shall treat as confidential all non-public information disclosed in connection with this Agreement and shall not disclose such information except to representatives on a need-to-know basis or as required by law. Confidential material does not include information that is or becomes publicly known through no breach by the receiving party.

7. OWNERSHIP; LICENSE

Unless expressly stated otherwise in a written instrument signed by both parties, Artist retains copyright and all moral rights in the Test Art. Artist hereby grants Client a limited, non-exclusive, non-transferable, royalty-free license to use, reproduce, display and evaluate the Test Art solely for Client's internal evaluation and decision-making for a period of days. Any commercial use beyond evaluation requires a written license or assignment.

Transfer of ownership of final artwork (if any) shall occur only upon full payment and by a written assignment that specifies the scope of rights transferred, territories, and duration.

8. WARRANTIES

Artist warrants that the Test Art will be original to Artist and will not knowingly infringe any third-party copyrights, trademarks or other proprietary rights. Client warrants that any materials provided to Artist for incorporation into the Test Art are provided with the necessary rights for such use.

9. INDEMNIFICATION

Each party shall indemnify and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising from a breach of its representations, warranties, or obligations under this Agreement.

10. TERMINATION

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure within days after written notice. Upon termination, Client shall pay Artist for work performed to date and deliverables created and delivered prior to termination. Sections concerning ownership, confidentiality, indemnity, and warranties shall survive termination.

11. NOTICES

Notices under this Agreement shall be in writing and deemed given when delivered in person, by nationally recognized overnight courier, or by confirmed delivery to the addresses stated below or as otherwise notified in writing.

12. AMENDMENTS; WAIVER

No amendment or waiver of any provision hereof shall be effective unless in writing and signed by both parties. No waiver of any breach shall be deemed a waiver of any subsequent breach.

13. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of laws principles. Exclusive venue for disputes shall be the state and federal courts located in that state, unless the parties agree otherwise in writing.

14. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement, together with any attachments or exhibits signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior proposals, negotiations and communications. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original, and signature by electronic means shall be binding.

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