1) The CLIENT(hereafter “Client”) has been made aware of Gregory G. Armento’s (hereafter “Artist”) professional portfolio; from an examination of portfolio samples, the Client has perceived skills that would seem reasonably required to accomplish communication and graphic arts products (hereafter “artwork”) for which Client has a need. The parties agree the Artist is not an employee of Client in any capacity; and, agree no “work made for hire” condition is express or implied unless explicitly stated in written agreement signed by both parties identifying each artwork for which the exception is applicable.
2) Client compensates the Artist for all time, expense, fees, and services incurred in the creation of “artwork” and collection of same. The parties agree “Artwork” is defined as writings, objects, products, designs, illustrations, specifications, proposals, materials, necessary to accomplish artwork.
3) Client shall communicate all requirements to Artist necessary to accomplish artwork at a time before beginning a work in progress; same requirements may be comprised of written text ideas, graphic concepts, reproduction quantities, publishing and/or printing specifications, media placements, or deadlines associated to each “artwork”.
FINAL PROOF AND FINAL VERSIONS
4) Client approval of artwork is demonstrated by Client’s visual inspection of Artist’s preliminary documents, typically: initial thumbnail sketches, copies of work in progress, and ultimately final proof of artwork. Client approval of final proof any be accomplished during “work in progress” so as to allow the Client to see the form of initial requirements taking form in the expression of in the artwork. A “work in progress” is typified by the following example:
before “work in progress”
– initial discussion of requirements
beginning “work in progress”
– thumbnail sketchs, diagrams,
– pencil sketches, computer display,
– final “proof” artwork,
end of “work in progress”
– reproduction or delivery of final “version” artwork.
Changes that deviate from initial discussion of requirements are considered “change order” charges and billable at an Artist’s hourly rate. “Change orders” are incurred at the expense of Client, billed in addition to any previously established price; and change orders are billable at the discretion of the Artist.
5) Approval of “final proof” artwork is accomplished by a signature or initials of the Client on final proof artwork, signifying the artwork is approved in a manner as follows:
“OKAY” – meaning go to final version as is;
“OKAY WITH CHANGES” – meaning go to final version with changes as remarked.
6) Client is granted the “privilege” of approval of final proof and the Artist maintains “right” of final release of artwork version(s) intended to be public display.
7) The parties agree the timely release of artwork to advertising, reproduction, manufacturing and other channels may present a condition where waiver of final proof approval is necessary; for this reason, waiver of final proof approval may be accomplished by the mutual agreement of the parties, same mutual agreement shall be in a written instrument signed by either party making reference to this exception clause, describing the artwork for which waiver extends, and delivered by means of mail or transmission to the other party.
8) The Artist acknowledges the existing trademarks of the Client at the time of engaging the Artist are owned by the proprietary entities trading under same names; the Artist is granted a privilege to use Client trademarks, the Artist will exercise reasonable caution and care in the use of Client trademarks. The Client warrants to the Artist that the Client is authorized to include all trademarks necessary to accomplish final version artwork.
9) Client acknowledges the exclusive trademarks “Gregory G. Armento”, “G Armento”, and “GGA” are trademarks owned by the Artist named herein.
10) Client acknowledges the Artist maintains a right to fix the Artist’s name or known trademark (herein attribution) and/or copyright notice on original “illustrations”, and “writing”.
11) Client acknowledges the exclusive copyrights subsisting in original Artist creations remain vested with the artist. The Artist grants to the Client the privilege of a nonexclusive license for public display of “final version” artwork to the Client.
12) All privileges and licenses granted by the Artist are nonexclusive, and no transfer of copyright is expressed or implied, unless both parties have signed a written document stating which copyrights are transferred; the grant of any licence or right is conditional on the receipt of full payment of all monies, expenses fees, costs.
13) Reproduction and distribution privileges are granted on a per artwork basis, by the Artist, to Client or third parties whom may perform such services.
14) Right of physical possession to original “final version” artwork and all “preliminarily documents” remains with the Artist, unless the Artist has signed an agreement to the contrary for each final version artwork.
15) Client agrees to indemnify and hold the Artist harmless against all liability, cost, loss, expense, or damage paid, incurred, or occasioned by any claim, demand, suit, settlement, or recovery against the Client.
16) Client is responsible for the accuracy of all artwork released on its behalf; and all promises, contracts, or conveyance within that artwork is the liability of Client.
17) Cancelation of artwork shall be accomplished by either party, by means of a signed and written notification mailed or transmitted to the other party, and by acknowledgment of other party to receiving same cancelation. In the event of cancellation all monies paid and all expense, fees, and services incurred in works in progress and final versions will be billed within 30 days of notification of cancelation.
18) All unpaid monies are subject to 1.5% monthly interest (18% annually) for amounts not paid within thirty days of billing date.
19) The parties agree nothing in these terms and conditions restricts the Artist to owning, participating, deriving income from similar industries or events as the Client, and quid pro quo, no similar restrictions are placed on Client.
20) No waiver of any of term or condition herein – by either party – shall be deemed to imply or constitute further waiver of any other term or condition, and waiver of a term or condition is deemed applicable to only the artwork version in which the waiver is acknowledged. An extended waiver or modification of any term or condition herein shall be accomplished by a written document, witnessed, and signed by both parties, expressly stating the waiver or modification agreed upon.
21) These terms and conditions shall be binding upon and shall inure to the benefit of the parties, their successors, and assignees.