Art Commission Agreement - Template, Sample Form Online Pro · US-law
✓ Valid in United States · drafted to comply with local law
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ART COMMISSION AGREEMENT
This Art Commission Agreement (this "Agreement") is made and entered into effective as of ________ (the "Effective Date"), by and between the following parties (each a "Party" and collectively the "Parties"):
________, hereinafter referred to as "Client," having an address at:
________
Email: ________
and ________, hereinafter referred to as "Artist," having an address at:
________
Email: ________
The Parties, intending to be legally bound, agree as follows:
Article 1 — SCOPE.
1.1 This Agreement sets forth the terms and conditions whereby Artist agrees to create a work of art (the "Work"), as described below, for the Client. Client has commissioned the Work upon the terms set forth herein.
1.2 Artist is engaged solely and exclusively for the limited purpose of creating the Work for the Client and shall perform such services as an independent contractor.
Article 2 — THE WORK.
2.1 The Work being commissioned for Artist to create through this Agreement is described as follows:
________
2.2 The Work shall be delivered in the following medium and format, and in the following quantity of original copies or deliverables: ________.
2.3 Artist agrees to create the Work with the highest quality and care. Artist represents and warrants that Artist has the knowledge, skill, and experience necessary to produce the Work. Artist further represents and warrants that the Work will be original to Artist and that the final Work will be free from any plagiarism or infringing likeness to any work not belonging to or created by Artist.
Article 3 — DEADLINE.
3.1 Artist agrees that the Work will be completed and delivered on or before the following deadline: ________ (the "Deadline").
3.2 If the Work is not completed by the Deadline, Client may, at Client's sole and exclusive discretion, rescind and cancel this Agreement upon written notice to Artist. In such event, any Fees paid by the Client to the Artist shall be refunded to the Client within ________ days of such notice.
Article 4 — ARTIST REPRESENTATIONS.
Artist hereby represents and warrants that Artist is the exclusive holder of any and all rights in and to the Work and that such rights may be assigned as set forth herein. Artist further represents that no other individual or entity may claim any right, title, and/or interest in and to the Work, and that the Work does not and will not infringe upon, misappropriate, or violate any intellectual property right, right of publicity, or other right of any third party.
Article 5 — INTELLECTUAL PROPERTY RIGHTS.
5.2 To the extent any portion of the Work qualifies as a "work made for hire" within the meaning of 17 U.S.C. \u00a7 101, such portion shall be deemed a work made for hire owned by Client. To the extent the Work does not so qualify, Artist hereby irrevocably assigns to Client all such rights as provided in Section 5.1 upon full payment.
5.3 Until the Work has been completed and the Fees have been paid in full, all right, title, and interest in and to the Work shall remain with the Artist.
5.4 Artist retains the right to display the Work as part of Artist's portfolio and for self-promotional purposes, unless otherwise agreed to in writing by the Parties. Artist hereby waives, to the fullest extent permitted by applicable law (including the Visual Artists Rights Act, 17 U.S.C. \u00a7 106A), any moral rights or rights of attribution and integrity in the Work to the extent inconsistent with the rights assigned to Client hereunder.
Article 6 — COMPENSATION.
6.1 For the commission of the Work, Client will pay Artist the following amount: $________ (________) (the "Fees").
6.2 Payment shall be made in accordance with the following schedule: ________. Unless otherwise stated, payment in full shall be made before the Work begins.
6.3 The Fees are exclusive of any applicable sales, use, or other taxes, which, if applicable, shall be the responsibility of the Client.
6.4 The Fees include the following number of revisions: ________. Any additional revisions will incur further fees, to be agreed upon in writing at the time the revisions are requested.
6.5 If Artist does not receive a response from Client within the following number of days after delivery of the Work for review, the Work shall be deemed accepted with no further changes permitted: ________.
Article 7 — TERMINATION.
This Agreement will automatically terminate when the Work has been completed and Client has paid Artist in full, subject to the survival provisions of Article 12.
Article 8 — KILL FEE.
If Client decides to terminate this Agreement prior to receiving the completed Work (other than for Artist's failure to meet the Deadline under Article 3), Client shall compensate Artist as follows:
a. If the Work has been partially completed, Client will pay Artist for the partial completion. Regardless of how much has been completed, Client agrees to pay fifty percent (50%) of the total Fees as a kill fee for the Work. Client will not be entitled to receive the Work, and all intellectual property rights therein shall remain with Artist.
b. If the Work has been completed, Client will pay Artist the total Fees as set forth in this Agreement. Upon such payment, Client will be entitled to receive the Work and all intellectual property rights therein, if Client so chooses.
Article 9 — NO EMPLOYMENT OR AGENCY.
Neither Party is, by virtue of this Agreement, authorized as an agent, employee, or legal representative of the other. Except as specifically set forth herein, neither Party shall have the power to control the activities and operations of the other, and the status of Artist at all times shall be that of an independent contractor. Artist shall be solely responsible for all taxes, withholdings, and other obligations arising from the compensation paid hereunder.
Article 10 — NONEXCLUSIVITY.
The Parties acknowledge and agree that nothing contained herein establishes an exclusive relationship between the Parties. Artist shall be free to continue working for and taking on new clients without regard to Client, and Artist does not require Client's approval for any such work.
Article 11 — INDEMNIFICATION.
11.1 Client shall defend, indemnify, and hold Artist harmless from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys' fees) arising out of or resulting from Client's acts or omissions or the breach of any representation, warranty, or obligation of Client under this Agreement.
11.2 Artist shall defend, indemnify, and hold Client harmless from and against all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach by Artist of the representations and warranties set forth in Articles 2, 4, and 5, including any claim that the Work infringes, misappropriates, or violates the intellectual property or other rights of any third party.
Article 12 — SURVIVAL.
Any provision of this Agreement which by its terms imposes continuing obligations on either Party, including Articles 4, 5, 11, and 13, shall survive the termination or expiration of this Agreement.
Article 13 — GOVERNING LAW; VENUE.
This Agreement shall be governed by and construed in accordance with the internal laws of the State of ________, without giving effect to any choice or conflict of law provision or rule. Each Party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in the following county in any legal suit, action, or proceeding arising out of or based upon this Agreement or the Work provided hereunder: ________.
Article 14 — BENEFIT; ASSIGNMENT.
This Agreement shall be binding upon and shall inure to the benefit of each of the Parties hereto and their respective heirs, representatives, successors, and permitted assigns. Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except that Client may assign its rights in the Work following the assignment of intellectual property rights under Article 5.
Article 15 — COUNTERPARTS; ELECTRONIC SIGNATURES.
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. The Parties agree that electronic signatures and electronically delivered copies shall be deemed valid and binding to the same extent as original signatures, in accordance with the Electronic Signatures in Global and National Commerce Act (15 U.S.C. \u00a7 7001 et seq.) and applicable state law.
Article 16 — NOTICES.
Article 17 — FORCE MAJEURE.
Artist shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including, but not limited to, acts of God, acts of civil or military authorities, riots, embargoes, epidemics, pandemics, natural disasters, and other unforeseen circumstances. In the event of such delay, the Deadline shall be extended for a period equal to the duration of the event of force majeure.
Article 18 — SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or, if it cannot be so modified, shall be severed, and the remaining provisions shall continue in full force and effect.
Article 19 — WAIVER.
No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof.
Article 20 — HEADINGS.
Headings to this Agreement are for convenience only. Headings shall in no way affect the provisions themselves and shall not be construed in any way that would limit or otherwise affect the terms of this Agreement.
Article 21 — ENTIRE AGREEMENT; MODIFICATION.
This Agreement embodies the entire agreement between the Client and Artist relating to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. This Agreement may be changed, modified, or discharged only by a written instrument signed by both Parties.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
CLIENT:
Name: ________
Signature: _____________________________
Date: ________
ARTIST:
Name: ________
Signature: _____________________________
Date: ________
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