I recommend that all independent 3D Artists start to use a
comprehensive contract in their dealings with both large and small companies. It will
protect both your interests and your clients.
This is my contract - modify as you see fit. Pay special attention to line items 5 and 11.
DO NOT USE VERBATIM. Modify to your particular needs.
Unless specified otherwise on the front of this contract
1. Scope of services. The artist named in the Agreement shall provide to the party named in the Agreement (identified as the client) projects and services within the field of knowledge of the artist. The projects, assignments and other related services, as described on the Agreement shall be referred to as the project."
2. Services not included in the Agreement. a) The original estimate does not include contingent project costs incurred due to rescheduling, modifying or additional time in completing the project due to matters beyond the artist’s control, for which such items shall be billed separately. b) In addition to the original estimate the artist shall submit to the client for payment a statement of all out-of-pocket expenses not itemized on the Agreement, which include but not limited to, buy-out expenses, messengers, freight charges, telephone calls, data transfer calls and other expenses incurred in the connection with the completion of the project as stated in the Agreement. c) The client shall issue a written change order if it seeks to modify the project as originally conceived and upon which the Agreement is based.
3. Independent Contractor. In performing this agreement, the artist is acting as an independent Contractor and not as an employee or agent of the client. The artist agrees that it has not the authority to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of the client or to bind in any way whatsoever except as directed by the client.
4. Ownership of work product. Upon the client’s full and final payment of all sums owed the artist and others under the Agreement, all change orders, and for all other materials purchased in connection with the project, the artist shall transfer to the client its right, title and interest in the final output in it’s final form (ie. Animations and or still images as specified in the Agreement). This excludes the rights to the data coded materials created by the artist for the completion of the project except for the final output (ie. Scene files, object geometry, envelopes, image maps, and the like).
5. First reproduction rights. a) The artist agrees to grant to the client full first reproduction rights to the final output as specified in the Agreement. b) Further reproduction rights can be negotiated at the time of future requests.
6.Copyrights. a) The artist agrees to grant to and vest in the client title to the finished work product produced or composed in the course of or pursuant to the performance of work under this agreement and any similar previous agreement with the client. b) The artist agrees to grant the client a non-exclusive license to reproduce on analogue or digital format, translate in analogue or digital format, composite in analogue or digital format, publish in analogue of digital format, use and dispose of, and to authorized others to do so, all copyrighted or copyrightable material furnished as a result of work performed under this agreement. Such rights apply to the final product and shall not apply to the images themselves. c) In the event that the artist desires to employ in publication on it’s behalf, any copyrighted or copyrightable materials which belong to the client under this agreement, the artist shall request permission form the client to employ such materials for promotional purposes.
7. Adverse interests. a) The artist agrees that in order that it may assist the client most effectively, it may be necessary and desirable for the client to disclose to it confidential or proprietary information or materials pertaining to the client’s affairs and particularly to the project in question. b) The artist agrees that it is not knowingly engaged in and will not during the term of this agreement knowingly engage in the production or other activity with an entity competing with the client on matters to which the agreement pertains.
8. Warranties by the artist. a) The artist warrants that it will perform the services described on the Agreement and on any change order in a conscientious and professional manner in accordance with all applicable industry standards and within the field of knowledge of the artist. b) Except as expressly provided in paragraph 8a, THE ARTIST DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, AND PARTICULARLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE DESCRIPTION IN PARAGRAPH 8A ABOVE. DAMAGES FOR BREACH OF WARRANTY, BREACH OF AGREEMENT, OR BREACH OF ANY OTHER OBLIGATION UNDER THE AGREEMENT. THE TERMS OF THE AGREEMENT OR ANY CHANGE ORDER SHALL NOT UNDER ANY CIRCUMSTANCES EXCEED THE AMOUNT ACTUALLY PAID BY THE CLIENT TO THE ARTIST FOR SERVICES RENDERED PURSUANT TO THE AGREEMENT AND ANY CHANGE ORDER.
9. Buy-outs. Whenever buy-outs (defined as purchases made by the artist from outside vendors to complete the project on the client’s behalf) are included in a project and billed to the client as a cost plus percentage of markup basis or a cost plus commission basis, the artist will make available to the client, upon its request, copies of all invoices from the respective vendors, verifying the accuracy of all markups or commissions.
10. Compensation. a) In full and complete consideration of the performance of the work provided the client by the artist, the client shall pay a fee, as described on the Agreement, or change order, for work done on the artist’s computer and/or the artist’s facility. This fee is estimated on a project by project basis. The client further agrees to pay for reasonable expenses, ie. Travel at the request of the client, associated meals, lodging. Telephone and data calls and messenger services and other miscellaneous costs required to satisfactorily complete the project as described on the Agreement or change order. b) The client shall pay all other invoices relating to the agreement whether from the artist or other approved vendor. In the event of default by the client, any vendor may use legal means to recover sums owed it by the client directly. All invoices not paid when due shall incur a service charge at the rate of 5% per month until paid. c) In the event of alterations to the schedule based on change orders by the client, a revised fee shall be submitted for the client’s approval.
11. Cancellation of project. a) Either party may terminate the work specified by the Agreement or any change order by serving written notice on the other of it’s election to terminate, by registered or certified mail, effective upon receipt. Termination shall apply only to further work or services to be rendered after receipt of notice of termination. If the client has not yet paid all outstanding invoices and deposits as stated in the Agreement for product or services placed by the artist, the artist shall have the right to terminate all work in progress and be paid for the work rendered up to the date of termination. If the client terminates the project without good cause, the artist shall be entitled to recover all profits, markups, and commissions that it would have earned in completing the project in addition to any other damages recoverable by law. The client shall be deemed to have good cause to terminate the project only if the artist materially breaches its obligation under this agreement. b) If because of the scope of the project, the artist employs additional personnel on a full time or part-time basis to serve the clients account and the client terminates the project, the client shall pay, in addition to all amounts due under paragraph 11a above, a cancellation fee to offset the added overhead and administrative expense and burden incurred by the artist to serve the client’s account. The cancellation fee shall be due and payable within 10 days after receipt of the itemization of the fees due the artist and employees of the artist.
12. Partial Invalidity. If any provision of this agreement shall be found to be illegal or unenforceable, it shall be severed from this agreement and shall not affect the validity of the remaining portions and provisions of this agreement.
13. Assignments. The artist shall not transfer or assign any or all of the work and services or any claims which may arise under this agreement without prior written consent of the client.
14. Indemnification. The client shall indemnify the artist, its agents, representatives, independent Contractors, and all other associated with the completion of the project, against all damages, and expenses (including attorney fees), judgements, interest and penalties incurred because of 1) any breach of warranty or misrepresentation by the client to the artist or 2) The nonpayment of any amount owed by the client to any vendor or 3) the breach of the client of any other duty or obligation, express or implied, under the Agreement or any change order.
15. Arbitration. In the event of breach, default or dispute between parties in connection with this agreement, either party shall have the right to elect to arbitrate the breach, default or dispute under the Commercial Arbitration Rules of the American Arbitration Association. The arbitration hearing shall be held in Los Angeles County California. The award in arbitration may be entered as a judgement in any court of competent jurisdiction.
16. Successors. This agreement shall be binding on and inure to the benefit of the parties and their respective heirs, administrators, executors, representatives, successors and assigns.
17. Complete agreement. This agreement contains the full and complete understanding of the parties pertaining to the subject matter of the Agreement and supersedes all prior understandings, agreements, representations, and discussions whether written or oral. Except as provided in paragraph 2 above, all modifications of this agreement must be in writing, signed by both parties.
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This page was last modified on: 05/21/05
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