Visual Artist Services Agreement

VISUAL ARTIST SERVICES AGREEMENT

This Visual Artist Services Agreement ("Agreement") is entered into as of by and between Client Name: with mailing address (hereinafter "Client"), and Artist Name: with mailing address (hereinafter "Artist"). Client and Artist are collectively referred to as the "Parties" and individually as a "Party."

RECITALS

WHEREAS, Client wishes to commission and procure visual artwork and related creative services as described in this Agreement; and

WHEREAS, Artist is a professional visual artist with experience and expertise in producing original artwork and desires to provide such services to Client on the terms set forth herein; and

WHEREAS, the Parties intend to set forth their respective rights and obligations with respect to the creation, delivery, licensing, payment and ownership of the artwork.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows:

1. SERVICES

1.1 Scope. Artist shall provide the creative services and produce the deliverables described in the project brief and specifications set forth below and in Exhibit A (collectively, the "Services"). Artist shall perform the Services in a professional manner in accordance with industry standards.

2. DELIVERABLES, SCHEDULE AND ACCEPTANCE

2.1 Deliverables. Artist will deliver the final works and any intermediate materials listed below (the "Deliverables"). Delivery will include the specified file formats, physical pieces, or documentation required by Client.

2.2 Acceptance. Client shall have a period of days from receipt of a Deliverable to review and either accept it or provide a written list of requested revisions. Failure to provide timely written objections constitutes acceptance.

3. COMPENSATION AND PAYMENT

3.1 Fee. In consideration of the Services, Client shall pay Artist the total fee of $ (the "Fee"), payable as set forth below.

3.2 Deposit. A deposit of $ is due upon execution of this Agreement to secure Artist's availability. Remaining amounts are due within days of invoice unless otherwise agreed in writing.

3.3 Late Payment. Overdue payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client remains responsible for all collection costs, including reasonable attorneys' fees.

4. CHANGES; REVISIONS

4.1 Revisions. Client is entitled to round(s) of revisions as described in the payment schedule. Additional revisions or requests outside the original scope will be billed at Artist's then-current hourly rate or as agreed in writing.

5. INTELLECTUAL PROPERTY; LICENSES

5.1 Copyright Ownership. Unless otherwise expressly set forth in Section 5.2, Artist retains all right, title and interest, including copyright, in and to the original artwork and underlying materials created by Artist (the "Copyrighted Works"). Artist grants Client a license to use the Deliverables as specified in this Agreement.

5.2 License Grant. Upon full payment of the Fee, Artist grants Client a Non‑exclusive Exclusive license to use the Deliverables for the following purposes:

5.3 Copyright Assignment. If Client requires an assignment of copyright, the Parties shall indicate below. Assignment of copyright, if any, shall be effective only upon written confirmation and additional consideration: Assign copyright to Client

5.4 Moral Rights. Artist hereby waives to the fullest extent permitted by law any moral rights in the Deliverables that would restrict Client's permitted uses. Artist shall be credited in reasonable form as:

6. WARRANTIES AND REPRESENTATIONS

6.1 Artist Warranties. Artist represents and warrants that: (a) Artist has the full right and authority to enter into this Agreement and to grant the rights granted herein; (b) Deliverables will be original to Artist and will not infringe the rights of any third party; and (c) Artist will perform the Services in a professional and workmanlike manner.

6.2 Client Warranties. Client represents that Client has the authority to provide any materials, approvals or marks provided to Artist and that use of such materials will not infringe third‑party rights.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

7.1 Indemnification. Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") from and against any losses, damages, claims, liabilities and expenses (including reasonable attorneys' fees) arising out of third‑party claims to the extent caused by the Indemnifying Party's breach of a representation or warranty, negligence, or willful misconduct.

7.2 Limitation of Liability. EXCEPT FOR A BREACH OF SECTION 5 (INTELLECTUAL PROPERTY) OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT SHALL EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO ARTIST UNDER THIS AGREEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

8. CONFIDENTIALITY

8.1 Confidential Information. Each Party shall keep confidential and not disclose to third parties any non-public business, technical or financial information received from the other Party in connection with this Agreement, except as required by law or as necessary to perform the Services. Confidential information shall not include information that is or becomes generally available to the public other than through a breach of this Section.

9. INSURANCE

During the term of this Agreement, Artist shall maintain general liability insurance in amounts customary for artists performing similar services. Upon request, Artist shall furnish evidence of such insurance to Client.

10. TERMINATION

10.1 Termination for Convenience. Either Party may terminate this Agreement upon days' prior written notice to the other Party. Upon termination, Client shall pay Artist for all Services performed and Deliverables delivered through the effective date of termination.

10.2 Termination for Cause. Either Party may terminate immediately for material breach of this Agreement by the other Party that remains uncured for thirty (30) days after written notice specifying the breach.

11. NOTICES

11.1 All notices and communications under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a Party designates by written notice).

12. INDEPENDENT CONTRACTOR; TAXES

Artist is an independent contractor and not an employee, agent or partner of Client. Artist is solely responsible for all federal, state and local taxes arising from fees paid to Artist, and for maintaining any business licenses, insurance and records required by law.

13. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction selected by the Parties: State/Province: without regard to conflicts of law principles. The Parties shall attempt in good faith to resolve disputes through negotiation prior to initiating litigation.

14. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER

14.1 Entire Agreement. This Agreement, together with any exhibits or attachments referenced herein, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written, relating to the subject matter hereof.

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

14.3 Amendment; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. The waiver of any breach shall not constitute a waiver of any subsequent breach.

15. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding as original signatures.

SIGNATURES

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