WITNESSETH THAT,

WHEREAS, the Artist is a recognized professional artist, and:

WHEREAS, the Purchaser acknowledges sufficient familiarity with the style and quality of the work of the Artist, and;

WHEREAS, the Artist hereby offers its services to the Purchaser in preparing illustrations and other graphic works for visual display, and;

WHEREAS, the Purchaser desires the Artist to create certain illustrations (hereinafter called “Work”) for use in the Purchaser’s products as part of Product Title (hereinafter called “the Product”), and:

WHEREAS, both parties wish the integrity and clarity of the Artist’s ideas and statement in the Work to be maintained:

NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained the parties hereto agree as follows.

Title:

Size Specifications:

Description of the Artwork:

Scope of the Artist’s Work:

It is hereby understood and agreed that the Artist is responsible for producing the Work in accordance with the specifications provided by Purchaser.

This outlines what you’re going to create.

2. CREATIVE CONTROL - The Artist agrees to act in good faith and follow the directions of the Purchaser in all respects, including quality, timeliness, and revisions, as set forth more fully below.

• Quality- The Purchaser shall be sole judge of whether the Work  is acceptable, and the Purchaser is not obligated to approve Work deemed unacceptable. In the event that the Artist cannot, after a reasonable amount of time, as determined by the Purchaser, produce acceptable Work, the Purchaser may, at its option, terminate this agreement as set forth under “PENALTIES AND TERMINATION”.
• Timeliness - Time is of the essence. The Artist agrees to use its best effort to submit Work by the deadline set forth below under “DATE OF DELIVERY”. Should Work  be delivered after deadline, the Purchaser shall be under no obligation to accept the Work, and the Purchaser may terminate this agreement as set forth under “PENALTIES AND TERMINATION”.

• Preliminary Sketch Review - The Artist agrees to submit a sketch to the Purchaser for preliminary review for each Work by the deadline set up by the Purchaser. Preliminary sketches must be sent to the Purchaser prior to receipt of the finished Work. Preliminary sketches are due by Date. The Purchaser will review the preliminary sketches and communicate all requested revisions to the Artist in a timely manner.

• Revisions - The Artist agrees to make all revisions and corrections as requested by the Purchaser. The Artist shall promptly seek additional guidance from the Purchaser if any requested revision or correction is unclear, incomplete or otherwise unidentifiable. Any revisions to the Work will not incur any additional cost to the Purchaser.

This is pretty obvious.  You can limit the revisions if you like, also.

3. PRICE AND PAYMENT SCHEDULE. The Artist shall sell the Work to the Purchaser, subject to the conditions herein, for a price of $________ (_______________dollars), payable as follows:

ONE THIRD upon the execution of this agreement;

THE BALANCE upon Purchaser’s acceptance of the final Work.

a. The Purchaser agrees to pay all amounts due within thirty (30) days of invoiced date.

b. If the Purchaser fails to make any payment when due Artist at its sole discretion reserves the right to charge interest of the then prevailing interest rate for banks on the amounts past due. It is understood that delay of payment may proportionately extend the time required to complete the Work.

As I said before, some companies will give you cash up front, others will give you the full balance after acceptance, etc.  The first part of this paragraph is subject to change depending on what you can negotiate with the client.  The subparagraphs are about protecting yourself!  If they don’t pay you, you can charge them interest, but you must invoice them as soon as payment is due and keep records of the invoice and sending it.  I like this part for freelancers especially.

4. DATE OF DELIVERY: The Artist agrees to deliver acceptable final Work to the Purchaser at its address forth above no later than: Date

a. The completion date shall be extended for such period of time as the Artist may be disabled by illness preventing progress of the Work.

b. The completion date shall also be extended in the event of delays caused by events beyond the control of the Artist, including but not limited to fire, thefts, strikes, shortage of materials, and Acts of God.

c. The Artist will immediately notify the Purchaser of any delays occurring or anticipated.

This is when the work is due, and exceptions to that due date.

6. PENALTIES AND TERMINATION – The Artist shall deliver the Work to the Purchaser on or before the DATE OF DELIVERY stipulated in Paragraph 4. The Purchaser may, at its sole discretion, accept delivery of the Work after its due date. For each subsequent week or portion thereof that the Artist fails to deliver the Work, the Purchaser may, at its sole discretion, reduce payment by ___ percent (_%).

a. The Purchaser shall have the right to terminate this Agreement if the Artist fails without cause to complete the Work within thirty (30) days of the completion date in Paragraph 4. In the event of termination pursuant to this subparagraph. the Artist shall return to the Purchaser all payments made pursuant to Paragraph 3, but shall not be liable for any additional expenses, damages, or claims of any kind based on the failure to complete the Work.

f. The exercise of the right of termination under this Paragraph shall be written and set forth the grounds for termination.

Let’s keep it simple, here.  Don’t take on work you can’t handle.  Make your deadlines.  Don’t die.   The rest should be self explanatory.

7. OWNERSHIP: Title to the Work shall remain in the Artist until Artist is paid in full.

a. In the event of termination of this Agreement pursuant to Subparagraphs a, b, c, and d of Paragraph 6, the Artist shall retain all rights of ownership in the concept, design, and Work itself, including the right to complete, exhibit, and sell the Work.

b. In the event of termination of this agreement pursuant to Subparagraph e of Paragraph 6, the Purchaser shall have the right to keep copies of the preliminary design and the Work in progress for the sole purpose of completing the Work, provided, however, that the Work be completed by the following person(s), whom the Artist herein designates to complete the Work:_____________________and/or_____________________. If the Purchaser chooses not to have the Work completed by the designated artist(s), then all copies of preliminary designs, incidental works, and the Work in progress immediately shall become the property of the Artist’s estate and promptly be returned to the Artist’s estate.

The work is yours until you are paid, period.  If you bail on the project for no reason, get sick or your hands are crushed, you have to return the money you got, but you keep the work.  If you die, you can stipulate certain people to finish you work, then the company will get it and your estate will get the money.

8. PUBLISHING RIGHTS - It is understood that all rights, including without limitation all copyright ownership in all Work performed pursuant to this Agreement, will be the sole property of the Purchaser. It is further understood that the Artist hereby transfers any and all interest or rights that it may acquire in the Work, including, but not limited to trademark rights and copyrights and protection under 17 U.S.C. 106 to the Purchaser. The Artist agrees to cooperate in transferring all rights to the Purchaser, including executing all documents and enforcing said rights. The Purchaser will return the original art pieces to the Artist after publication of the Product.

This is assuming that the company wants to buy the EXCLUSIVE RIGHTS to your work.  Meaning they are gone, no longer yours, hasta la vista baby.  If your work is original, you get it back for display and to sell prints (see below).

9. ARTIST’S RIGHTS:

a. License to Artist. The Purchaser hereby grants to the Artist a non-exclusive royalty-free license to reproduce or use the Work in a maximum of _________ (____) prints, as long as such goods and related services are not in competition with the Purchaser. The Artist agrees to notify the Purchaser in writing of any proposed non-competitive use of the Work and obtain the Purchaser’s prior written permission before so using the Work, except when the use is fair use under applicable statutes and common law. This license to the Artist shall be irrevocable unless the Artist is in breach of this agreement.

b. Right to Possession. The Purchaser will return the original art pieces to the Artist after publication of the Product. The Artist and the Purchaser agree that the Artist shall have the right to show the Work in all future shows.

c. Nondestruction/Alteration. The Purchaser agrees that he/she will not intentionally destroy, alter. damage, modify, or otherwise change the Work in any way whatsoever, without the Artist’s written permission.

d. Moral Right. The Purchaser will not permit any use of the Artist’s name or misuse of the Work which would reflect discredit on his/her reputation as an artist or which would violate the spirit of the Work.

Your rights! Read them carefully and add or subtract what you feel is fair.

10. WARRANTY: The Artist warrants that the design being purchased is the original product of his/her own creative efforts. The Artist warrants that unless otherwise stipulated, the Work is unique, that it is an edition of one (1), and that it has not been accepted for sale elsewhere.

You made it, only for them, and haven’t sold it before.

11. REPRESENTATION OF COUNSEL: MUTUAL NEGOTIATIONS - Each party has had the opportunity to be represented by or consult with independent counsel of its choice in negotiating this agreement. Therefore, this agreement shall be deemed to have been negotiated and prepared at the joint request, direction, and construction of the parties, at arms length, with the advice and participation of counsel, and will be interpreted in accordance with the terms thereof without favor to any party.

You can ask your lawyer to look over the contract.

12. DISAGREEMENT/ARBITRATION: Any dispute herein under between the parties, not involving money claims by either party in excess of $_______ (___________________dollars), shall be resolved by resort to arbitration by a mutually agreed upon party in accordance with the standards and procedures of the American Arbitration Association.

a. Within twenty (20) days of the arbitrator’s award, each party to the action shall file a notice of intent to comply with the award, or a notice of intent to file an action in the appropriate court.

b. All proceedings of the arbitration shall be public and all records and documents open to the public.

c. In the event such arbitration services are not available, all other legal remedies shall be available to all the parties.

d. If any action at law or in equity is brought to enforce or interpret the provisions of this agreement, the prevailing party shall be entitled to reasonable attorney’s fees in addition to any other entitled relief.

When keeping it real goes wrong.  This section should hopefully explain itself.

13. NOTICES AND CHANGES OF ADDRESS: All notices shall be in the English language and shall be sent by certified, return receipt US mail to the address for the party listed on the first page of the agreement

Each party shall give written notification within sixty (30) days of any changes of address. Notice shall be deemed given 5 (five) business days after mailing.

Self explanatory, I hope.

14. NO WAIVER: No waiver of full performance by either party shall be construed or operate as a waiver of any subsequent default of any of the terms, covenants, and conditions of this agreement.

Just because you/they forgot to enforce something doesn’t mean that it’s not valid!

15. NO ASSIGNMENT OR TRANSFER: Neither party hereto shall have the right to assign or transfer this agreement without the prior written consent of the other party. The Artist shall, however, retain the right to assign any payments provided for by this agreement.

You can’t have someone else to do the work.  The company can’t transfer your contract to another party.

16. HEIRS AND ASSIGNS: This agreement shall be binding upon the parties hereto, their heirs, successors, assigns, and personal representatives, and references to the Artist and the Purchaser shall include their heirs, successors, assigns, and personal representatives.

Your contract is enforceable by your next of kin or your designated representative.

17. SEVERABILITY: If any part of this Agreement is held to be illegal, void, or unenforceable for any reason, such holding shall not affect the validity and enforceability of any other part.  If any portion of this agreement shall be ruled unenforceable because it is overbroad, it shall be deemed automatically reformed to a scope that makes it valid and enforcable.  No failure or delay in enforcing any rights under this agreement shall constitute a waiver or affect the validity or enforceability of such rights.

No backsies.

18. ENTIRE AGREEMENT: This agreement constitutes complete agreement between the parties and contains all of the covenants, promises, agreements, and conditions, either oral or written, and may not be changed or modified except in writing signed by authorized representatives of the parties hereto.

This just says that nothing other than what is in this contract is the job unless put down in writing and signed.

19. GOVERNING LAWS: The validity of this agreement and of any of its terms, as well as the rights and duties of the parties under this agreement, shall be governed by the laws of the State of _____.

IN WITNESS WHEREOF the parties have hereunto set their hands.

20. JURISDICTION AND VENUE – In the event of a dispute regarding this agreement and the performance thereof, which cannot be resolved by negotiation, such a dispute shall be resolved by the federal or state courts in the state of _____.

Put in your state, if you can.  Most companies will want this to be their state.

21. COUNTERPARTS - This agreement shall be executed in counterparts with each party retaining a signed original. The originals shall constitute one and the same original agreement. However, the parties agree that Photostatted copies may be admissible in any evidence proceeding between them.

This means, make 2 copies, both parties sign both.  You get one, the other guy gets the other.