Professional Illustration Services Agreement

PROFESSIONAL ILLUSTRATION SERVICES AGREEMENT

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

RECITALS

WHEREAS, Client desires to engage Illustrator to create original illustrations, designs, and related artwork as described in this Agreement; and

WHEREAS, Illustrator represents that Illustrator has the skill, experience and creative ability to perform the illustration services requested by Client; and

WHEREAS, the parties desire to set forth their respective rights and responsibilities with respect to the creation, delivery, ownership and use of such illustrations.

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

1. SERVICES AND DELIVERABLES

1.1 Services. Illustrator shall provide professional illustration services as described in the project scope. The specific deliverables, medium, sizes, file formats and quantities are set forth in Attachment A (the "Deliverables") and shall be provided in accordance with the Delivery Schedule in Section 1.2.

2. COMPENSATION AND PAYMENT

2.1 Fees. Client shall pay Illustrator the fees set forth in Attachment A. Unless otherwise stated, payments shall be made in United States dollars in accordance with the payment schedule below.

2.2 Payment Terms. Unless otherwise agreed in writing, invoices are due within thirty (30) days of invoice date. Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client is responsible for all bank fees and collection costs incurred by Illustrator for overdue amounts.

3. EXPENSES

3.1 Preapproved Expenses. Client shall reimburse Illustrator for reasonable, preapproved out‑of‑pocket expenses reasonably incurred in performance of the Services. Reimbursable items include, but are not limited to, stock image fees if preapproved, printing proofs and courier charges. Illustrator shall provide receipts upon request.

4. REVISIONS AND ACCEPTANCE

4.1 Revisions. The fee includes rounds of minor revisions to each Deliverable. Additional revisions requested by Client shall be billed at unless otherwise agreed.

4.2 Acceptance. Client shall review delivered Work and either accept or provide written notice of requested corrections within days of delivery. Absent timely notice, Deliverables shall be deemed accepted.

5. OWNERSHIP, RIGHTS AND LICENSE

5.1 Copyright and Assignment. Unless the parties elect assignment below, Illustrator retains all right, title and interest in and to the original artwork, including copyright, and grants Client a limited license as set forth in Section 5.2. If the parties desire full transfer of copyright upon payment, the parties shall indicate assignment by checking the box below. If assignment is selected, Illustrator shall execute and deliver to Client, upon full payment, a written assignment of copyright to the extent transferable by law.

Assignment of Copyright upon full payment (check to assign copyright to Client)

5.2 License to Client. If assignment is not selected, Illustrator grants Client a nonexclusive, nontransferable (unless otherwise agreed in writing) license to use the Deliverables for the specific purpose described in Attachment A and for the duration specified in Attachment A. Any use beyond the granted license requires additional written permission and compensation.

5.3 Moral Rights. To the extent permitted by law, Illustrator hereby irrevocably waives any moral rights with respect to the Deliverables or, if such waiver is not permitted, agrees not to enforce any moral rights against Client or its licensees.

6. REPRESENTATIONS AND WARRANTIES

6.1 Illustrator warrants that the Deliverables will be original to Illustrator and will not knowingly infringe any third party's intellectual property rights, provided that any materials or instructions supplied by Client that cause infringement are excluded (see Section 6.2). Illustrator does not warrant that any Deliverable will be error-free in all respects.

6.2 Client warrants that all materials, trademarks, logos, reference images or text provided to Illustrator for inclusion in the Deliverables are owned by Client or licensed for the intended use, and Client has the right to authorize such use. Client shall indemnify and hold Illustrator harmless from any claims arising from Client‑provided materials.

7. CONFIDENTIALITY

7.1 Each party agrees to maintain as confidential all nonpublic information marked as confidential or reasonably understood to be confidential disclosed by the other party in connection with this Agreement. Confidential information shall not include information that is or becomes publicly known through no breach of this Agreement, is rightfully received from a third party without obligation of confidentiality, or is independently developed.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification. Client shall indemnify, defend and hold harmless Illustrator from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of Client's breach of its warranties, Client‑provided materials, or Client's use of the Deliverables beyond the scope of the license granted herein. Illustrator shall indemnify and hold Client harmless from claims alleging that the Deliverables, as delivered and excluding Client materials and directions, infringe a third party's copyright, provided Client promptly notifies Illustrator and cooperates in the defense.

8.2 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. ILLUSTRATOR'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING HEREUNDER SHALL NOT EXCEED THE TOTAL FEES PAID TO ILLUSTRATOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM.

9. TERM AND TERMINATION

9.1 Term. This Agreement commences on the Effective Date and continues until the Deliverables are delivered and accepted, unless earlier terminated as provided herein.

9.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon written notice. In the event of termination, Client shall pay Illustrator for all Services performed and expenses incurred through the effective date of termination and for any non‑cancellable commitments made by Illustrator in connection with the Services.

9.3 Termination for Material Breach. Either party may terminate for material breach if the other party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by certified mail, nationally recognized overnight courier, or email with confirmation of receipt. Notice is effective upon receipt.

11. MISCELLANEOUS

11.1 Independent Contractor. Illustrator is an independent contractor and nothing in this Agreement creates an employment, partnership, agency or joint venture relationship between the parties.

11.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles.

11.3 Entire Agreement. This Agreement, including Attachment A, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

11.4 Amendments; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a writing signed by both parties. The failure of either party to enforce any right shall not constitute a waiver of that right.

11.5 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11.6 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. Signatures delivered electronically shall be binding.

ATTACHMENT A — FEES, DELIVERABLES AND USAGE

Sign Now