LICENSING AGREEMENT
STUDIO CONTEMPORARY LTD.
ARTIST LICENSING AGREEMENT.
This Artist Licensing Agreement is entered into effective this date,
between:........................................................................................................................................
and Studio Contemporary Ltd.
All references to the Client in this Agreement shall include Client’s parent companies, affiliates, and subsidiaries.
This Agreement applies to any image, graphics, digital assets, or digital images created or taken by the Artist and delivered to the Client (collectively known as “IMAGES”).
This Agreement governs the relationship between the parties and in no communication or other exchange, shall modify the terms of this Agreement unless agreed to in writing.
Rights:
All Images and rights relating to them, including copyright and ownership rights in the media
in which the Images are stored, remain the sole and exclusive property of the Artist. This license
provides the Client with the limited right to reproduce, publicly display, and distribute the Images
only for the agreed upon terms as set forth in the Client Invoice and signed by both parties.
Images
used for any purpose not directly related outside of those terms, must be with the express permission of the Artist and may include the payment of additional fees, unless otherwise agreed to in writing.
Images
may contain copyright management information (CMI) at the discretion of the Artist in the
form of either
- a copyright notice © and/or
- 2) other copyright and ownership information embedded
in the metadata or elsewhere, unless otherwise agreed to by the Parties. Removing and/or altering
such information is prohibited and constitutes violation of the Digital Millennium Copyright Act
(DMCA) and Client will be responsible to the Artist for any penalties and awards available under that statute.
Relationship of the Parties:
The parties agree that Artist is an independent contractor, and that neither Artist, nor Artist’s employees or contract personnel are, or shall be deemed to be, employees of the Client. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement.
Neither party is authorised to act as agent or bind the other party except as expressly stated in this Agreement. Artist and the Images or any other deliverables prepared by Artist shall not be deemed a work for hire as defined under Copyright Law. All rights granted to the Client are contractual in nature and are expressly defined by this Agreement.
Creation:
The manner and method of creating any Image is solely at the discretion of Artist. The
Client has no right to control Artist’s manner and method of performance under this Agreement. Artist will use his/her best efforts to: (a) ensure that the Images conform to Client’s specifications; and (b) submit all Images to Client in publishable quality, on or before the applicable deadlines.
Unless otherwise specifically provided,
The Artist is not responsible to provide images
- larger than 8”x10” at 300 dpi.
- In a format higher than 8-bit or in RAW format.
Delivery: The Artist may select delivery of photographs in JPEG, TIFF, PNG, or other standard format, at a resolution that Artist determines will be suitable for the Images as licensed. It is the Client's responsibility to verify that the Images are suitable for reproduction and that if the Images are not deemed suitable, to notify the Artist with five (5) business days. Artist’s sole obligation will be to replace the Images at a suitable resolution but in no event will Artist be liable for poor reproduction quality, delays, or consequential damages.
Fees:
All fees and expenses payable under this agreement are required no later than ten (10) business
days from the delivery of the Images and payable irrespective of whether Studio Contemporary makes actual use of the Images. If full payment has not been received within thirty (30) days all rights are revoked at the Artist’s discretion. In the event rights are revoked, all images in the possession of Studio Contemporary Ltd will be removed from all forms of media and permanently destroyed within ten (10) days. Studio Contemporary Ltd shall provide the Artist with a written statement that all images have been removed and destroyed.
Cancellation:
If Studio Contemporary Ltd incurs cancellation of this Agreement prior to
- Stated delivery date on the Studio Contemporary Ltd Invoice or
- within one (1) month of this agreement, Studio Contemporary Ltd will pay any expenses incurred and a twenty-five (25)% cancellation fee.
For Studio Contemporary Ltd, cancellation within two (2) days of the delivery date,
The company is responsible for 100% of the fee and any expenses incurred.
No Exclusivity:
This Agreement does not create an exclusive relationship between the parties. Studio Contemporary Ltd is free to engage others to perform services of the same or similar nature to those provided by Artist, and Artist shall be entitled to offer and provide services to others, solicit other clients and otherwise advertise the services offered by then Artist.
Transfer and Assignment:
Studio Contemporary Ltd may not assign or transfer this agreement or any rights granted
under it. No amendment or waiver of any terms is binding unless in writing and signed by the parties. However, the invoice may reflect, and Client is bound by authorisations that could not be confirmed in writing because of insufficient time or other practical considerations.
Indemnification:
Studio Contemporary Ltd will indemnify and defend Artist against all claims, liability, damages, costs, and expenses, including reasonable legal fees and expenses, arising out of the creation or any use of the Images or materials furnished by Client. It is the Client's responsibility to obtain the necessary model or property releases are ensure they are full effect and in force.
General Law/Arbitration:
This Agreement sets forth the entire understanding of the parties, and supersedes all prior agreements between the parties. This Agreement shall be governed, interpreted and enforced in accordance with the laws of the State of the United Kingdom. Any claim or litigation arising out of this Agreement or its performance may be commenced only in courts physically located in
[COUNTY] [STATE], and the parties hereby consent to the personal jurisdiction of such courts. In the event of any litigation arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its attorneys’ fees incurred in the litigation. If parties are unable to resolve the dispute, either party may request mediation and/or binding arbitration in a forum mutually agreed to by the parties.
Severability: If one or more of the provisions in the Agreement is found invalid, illegal or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not be affected. Any such provisions will be revised as required to make them enforceable.
Waiver: No action of either party, other than in writing agreed to by the parties, may be construed to waive any provision of this Agreement and a single or partial exercise by either party of any such action will not preclude further exercise of other rights or remedies in this Agreement.
IN WITNESS WHEREOF, the parties have caused this Artist Licensing Agreement to be duly executed as of the dates written below.
[Client Name]
By: __________________________________ Name: __________________________________ Title: __________________________________ Date: __________________________________
[Artist Name]
By: __________________________________ Name: __________________________________ Date: __________________________________
A free document courtesy of the Art Law Journal (please do not remove)
