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GRAPHIC DESIGN/PHOTOGRAPHY SERVICES AGREEMENT

This Graphic Design/Photography Services Agreement (the "Agreement") is made this __________ day of __________, __________, by and between __________ (the "Artist") and __________ (the "Client").

Preliminary Statements:

A. Client has engaged the Artist to provide the following described services: __________ (the "Services"); and

B. The parties have agreed that the Services shall be provided pursuant to this Agreement.

Agreement:

NOW THEREFORE, in consideration of the foregoing premises, the mutual covenants contained herein and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:

1. Design. Design, concept and production estimates are provided on a per-project basis (hourly rate: __________/hour). The attached estimate provides for a normal design or minor change. Any additional changes requested by Client must be done in writing and may be subjected to additional fees.

2. Film & Separations. Prices for composed film negatives required by printer are based on design complexity, number of photos, and production materials used. Any film and separation estimates may change depending on changes and additions to the design concept. Client shall reimburse Artist for any film and separation charges.

3. Reproduction. Estimates do not ordinarily include reproduction or printing quotations. If Artist is requested to handle reproduction, all printing is to be paid as follows: __________ of the estimated reproduction charge must be paid prior to the artwork being sent to the reproduction house, and the remaining balance, if any, is payable upon delivery of the reproductions. All checks are to be made out to __________.

4. Sub-Contractors. The Client shall reimburse Artist for any photography, copyrighting, illustration, retouching, talent/models, and any other sub-contracted work the Client does not provide for project completion and reproduction.

5. Delivery. Delivery dates are predicted on timely receipt of all materials to be supplied by Client. Every attempt will be made to meet the delivery date, but unforeseen or unavoidable delays not caused by Artist shall not constitute a breach of project agreement. If attempts to meet delivery dates result in rush charges, the Client shall reimburse Artist for these additional charges.

6. Rush Charges. Rush charges are accumulated if a project must be completed within an unscheduled time-frame. Design/Production: Rush charges for design and production are __________ additional to the estimated rate. Film/Reproduction: Rush charges for film and reproduction will be __________.

7. Estimates. The fees and expenses shown on estimates are minimum estimates only, and are quoted based on materials shown. Final fees and expenses will be shown when invoice is rendered. Approval by Client will be obtained for any increase of fees or expenses that exceed the original estimate by __________ or more.

8. Changes. Client shall be responsible for making additional payments for changes requested by Client in the original assignment or changes that require excessive re-design of the current project after __________ minor rounds.

9. Electronic Files. If the Client has requirements for how the project is to prepared electronically, the Client must communicate this to Artist before the project begins.

10. Expenses. Any budget figures or estimates for reimbursable expenses or implementation charges, such as out-of-pocket expenses, typesetting, and printing, are for planning purposes only. Artist will use its best effort to work within the stated budget but will not be liable if these expenses exceed the budget. Client shall reimburse Artist for all expenses arising from this assignment. These expenses are listed in the attached estimate and will be billed at cost plus any surcharge for account handling and supervision.

11. Cancellation. In the event of project cancellation, all artwork is retained by Artist and based upon the contract price and expenses incurred, these shall be paid by the Client. If cancellation of an assignment should be authorized, it should be given in writing to Artist.

12. Ownership. Unless otherwise specified, the final accepted design reproduction created through the services of Artist is property of the Client upon final payment of the assignment. All preliminary artwork and diskettes remain the property of Artist.

13. Credit Lines. Artist and any other creators shall have the right to use the artwork provided for personal marketing purposes and shall receive a credit line with any editorial change. Credit line to read: Design and layout by __________.

14. Concepts and Ideas. Preliminary ideas and artwork created by Artist in the course of developing client projects which were not accepted by the Client, remain the property of Artist. The use or development of such ideas or artwork by persons or firms other than Artist is expressly prohibited. The fee for unauthorized use of said materials shall be __________.

15. Payment. A deposit of __________ the estimated project cost is required on any project given to Artist. The deposit must be paid before any work transpires on this contract. The balance will be invoiced and payable on receipt (COD) of final design work done. Artist does not extend payment terms to its Clients. All invoices that are not paid within __________ days of receipt will be subject to late charges, interest at the highest amount prescribed by law and sent to collection. The final invoices will reflect any cost increases not appearing on estimate for changes, additions, and sub-contracted work.

16. Default in Payment. The Client shall pay all legal fees incurred by Artist to collect any payments due under this Agreement or to enforce the terms of this Agreement.

17. Limitation of Liability. Client agrees that it shall not hold Artist or its agents or employees liable for any incidental or consequential damages which arise from the failure by the Artist to perform any aspect of the project in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of Artist or a third party.

18. Confidentiality. Artist, its agents, and employees, acknowledge and agree that all communications between Artist and Client are strictly confidential and shall not be discussed nor disseminated in any manner with any third parties without the prior written approval of Client.

19. Miscellaneous. This Agreement, together with all other exhibits and agreements executed in connection herewith, states the entire understanding among the parties hereto with respect to the subject matter hereof and supersedes all prior oral and written communications and agreements with respect to the subject matter hereof. This Agreement shall not be amended or modified except in a written document signed by all parties hereto. This Agreement is made under, and shall be construed and enforced in accordance with, the laws of the State of __________ without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

ARTIST:

__________________________________

ARTIST:

By: _______________________________

__________, __________

CLIENT:

__________________________________

CLIENT:

By: _______________________________  

__________, __________