Washington, D.C. Location

McNeely, Hare & War LLP
5335 Wisconsin Ave, NW, Suite 440,
Washington, DC 20015
(202) 274-0214

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Princeton, NJ Location

McNeely, Hare & War LLP
12 Roszel Road, Suite C104,
Princeton, NJ 08540
(609) 240-2533

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Artist Work-For-Hire Agreement

This is an agreement between [name of Company(Work-for-hire Co.)], a [type of organization] with offices at [address] (Company(Work-for-hire Co.)), and [name of Artist], a resident of [state] who has a studio at [address] (Artist).

W I T N E S S E T H:

WHEREAS, Company(Work-for-hire Co.) desires to retain the services of Artist to develop certain artwork for characters to be used by Company(Work-for-hire Co.) (Project) in a video game that it is developing entitled [name] (Game) as described in greater detail in Schedule “A” attached hereto;

WHEREAS, Artist is willing and able to provide such art services to and develop such artwork for Company(Work-for-hire Co.) in accordance with the terms recited herein.

NOW, THEREFORE, in consideration of the premises and of the mutual promises and covenants herein contained, the parties hereto agree as follows:

A.  Company(Work-for-hire Co.) hereby retains the services of Artist to provide certain art related services for Company(Work-for-hire Co.) in connection with the Project, including the creation and development of ideas, artwork, designs, plans, documents, concepts, inventions, devices, samples, prototypes, and improvements (Artwork).

B. Artist is an independent contractor and not an employee of Company(Work-for-hire Co.).  Unless otherwise expressly agreed to in writing, Artist shall not be entitled to or eligible for any benefits or programs otherwise given by Company(Work-for-hire Co.) to its employees.

A.  This Agreement shall commence on [date] and extend through and including [date] (Term) unless sooner terminated as provided herein.

B. Company(Work-for-hire Co.) shall have the option of renewing the subject Agreement for an additional [number]-month period (Extended Term) on the same terms and conditions as provided for herein by providing Artist written notice of its intention to renew this Agreement at least [number] days prior to the expiration of the Term.

Artist agrees to create, develop, and provide Artwork to Company(Work-for-hire Co.) in accordance with the Delivery Schedule provided for in Schedule A attached hereto.  This is a material provision of the Agreement.

A.  In full consideration for the services performed by Artist under the terms of this Agreement, Company(Work-for-hire Co.) agrees to compensate Artist as provided for in Schedule A.

B.  Artist’s agreed-to compensation as provided for in Schedule A will be full payment for any Artwork Artist generates, and Artist will not be entitled to any royalties or proceeds received by Company(Work-for-hire Co.) from the commercialization in any manner of Artwork or Project.

A.  It is understood and agreed that Artwork is being developed by Artist for the sole and exclusive use of Company(Work-for-hire Co.) that shall be deemed to be the sole and exclusive owner of all right, title, and interest therein, including all copyright and proprietary rights relating thereto.  All work performed by Artist on Projects and all Artwork generated in connection therewith is and shall be considered as “Works Made for Hire” (as defined under the U.S. Copyright Laws) and, as such, shall be owned by and for the benefit of Company(Work-for-hire Co.).

B.  Company(Work-for-hire Co.)  has the right to use or not use Artwork and to use, reproduce, re-use, alter, modify, edit, or change Artwork as it sees fit and for any purpose.

C.  In the event that it should be determined that any of such Artwork does not qualify as a Work Made for Hire, Artist will and hereby does assign to Company(Work-for-hire Co.) all right, title, and interest that it may possess in such Artwork including, but not limited to, all copyright and proprietary rights relating thereto.  Upon request, Artist will take such steps as are necessary to enable Company(Work-for-hire Co.) to record such assignment, at Company(Work-for-hire Co.)’s expense.

D.  Artist will sign, upon request, any documents needed to confirm that any specific Artwork is a Work Made for Hire and to effectuate the assignment of its rights to Company(Work-for-hire Co.).

E.  Both during the Term of this Agreement and thereafter, Artist will assist Company(Work-for-hire Co.) and its agents, upon request, in preparing U.S. and foreign copyright, trademark, and/or patent applications covering Project and/or Artwork.  Artist will sign any such applications, upon request, and deliver them to Company(Work-for-hire Co.).  Company(Work-for-hire Co.) will bear all expenses that it causes to be incurred in connection with such copyright, trademark, and/or patent protection.

A.  Artist represents and warrants to Company(Work-for-hire Co.) that it is free to enter into this Agreement and that its performance thereunder will not conflict with any other Agreement to which Artist may be a party.

B.  Artist represents and warrants to Company(Work-for-hire Co.) that Artwork is unique and original, is clear of any claims or encumbrances, and does not infringe on the rights of any third parties.

Artist recognizes that during the course of its work with Company(Work-for-hire Co.), Artist may have occasion to conceive, create, develop, review, or receive information which is considered by Company(Work-for-hire Co.) to be confidential or proprietary, including information relating to inventions, patent, trademark and copyright applications, improvements, know-how, specifications, drawings, cost data, process flow diagrams, customer and supplier lists, bills, ideas, and/or any other written material referring to same (Confidential Information).  Both during the term of employment and thereafter:

a. Artist agrees to maintain in confidence such Confidential Information unless or until: (1) it shall have been made public by an act or omission of a party other than itself; (2) Artist receives such Confidential Information from an unrelated third party on a nonconfidential basis; or (3) the passage of [number] years from the date of the disclosure of such Confidential Information to Artist, whichever shall first occur.
b. Artist further agrees to use all reasonable precautions to ensure that all such Confidential Information is properly protected and kept from unauthorized persons or disclosure.
c. If requested by Company(Work-for-hire Co.), Artist agrees to promptly return to Company(Work-for-hire Co.) all materials, writings, equipment, models, mechanisms, and the like obtained from or through Company(Work-for-hire Co.) including, but not limited to, all Confidential Information, all of which Artist recognizes is the sole and exclusive property of Company(Work-for-hire Co.).
d. Artist agrees that it will not, without first obtaining the prior written permission of Company(Work-for-hire Co.): (1) directly or indirectly utilize such Confidential Information in its own business; (2) manufacture and/or sell any product that is based in whole or in part on such Confidential Information; or (3) disclose such Confidential Information to any third party.

Artist agrees to defend, indemnify, and hold Company(Work-for-hire Co.), its officers, directors, agents, and employees, harmless against all costs, expenses, and losses (including reasonable attorney fees and costs) incurred through claims of third parties against Company(Work-for-hire Co.) based on a breach by Artist of any representation and warranty made in this Agreement.

A.  Company(Work-for-hire Co.) shall have the right, in its sole discretion, to prosecute lawsuits against third parties for infringement of its rights in the Work.  Any lawsuit shall be prosecuted solely at Company(Work-for-hire Co.)’s expense and all sums recovered shall be retained by Company(Work-for-hire Co.).

B. Artist agrees to fully cooperate with Company(Work-for-hire Co.) in the prosecution of any such suit, and Company(Work-for-hire Co.) shall reimburse Artist for any previously approved expenses that it might incur as a result of such cooperation.

A.  Company(Work-for-hire Co.) shall have the absolute right to terminate this Agreement on no notice to Artist should Artist fail to deliver the Artwork to Company(Work-for-hire Co.) in a form acceptable to Company(Work-for-hire Co.) on or before the dates recited in the Delivery Schedule.

B.  Either party may terminate this Agreement on [number] days’ written notice to the other party in the event of a breach of any provision of this Agreement by the other party, provided that, during the [number]-day period, the breaching party fails to cure such breach.

C.   In the event that this Agreement is terminated as a result of a breach of this Agreement by Artist, Company(Work-for-hire Co.) shall have the right, in addition to any other claims that it might otherwise have against Artist, to complete Artwork either itself or through the services of a third-party artist and charge back to Artist any costs incurred.

Any notice required to be given pursuant to this Agreement shall be in writing and mailed by certified or registered mail, return receipt requested, or delivered by a national overnight express service such as Federal Express, or by telefax communication with an acknowledgment by the recipient.

A.  This Agreement shall be governed by the laws of [state].

B.  All disputes hereunder shall be resolved in the applicable state or federal courts of [state].  The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.

This Agreement shall be binding on and shall inure to the benefit of the parties hereto, and their heirs, administrators, successors, and assigns.

No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.

If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.

This Agreement and the rights and obligations thereunder with respect to Artist are personal to Artist and may not be assigned by any act of Artist or by operation of law without the prior written consent of Company(Work-for-hire Co.).  Company(Work-for-hire Co.) shall have the unfettered right to assign this Agreement to a successor to Company(Work-for-hire Co.) or to the purchaser of any of the assets of Company(Work-for-hire Co.).

This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement.  It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement.  This Agreement shall take precedence over any other documents that may be in conflict therewith.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have each caused to be affixed hereto its or his/her hand and seal the day indicated.

[name of Company(Work-for-hire Co.)]
By:_______________________     ____________________________
[name of Artist]
Title:____________________     S/S No:______________________
Date:_____________________     Date:________________________

[name of Company(Work-for-hire Co.)]
[name of Artist]
DATED [date]


TITLE:  [name] Project

Creation of packaging artwork for use by Company(Work-for-hire Co.) for marketing its [name] Product.

Preliminary artwork to be submitted by [date] with Final Artwork to be submitted by [date].

Flat fee of ….. Dollars ($….) payable as follows:

! ….. Dollars ($….) upon execution of this Agreement
! ….. Dollars ($….) upon approval by Company(Work-for-hire Co.) of the preliminary artwork
! ….. Dollars ($….) upon approval by Company(Work-for-hire Co.) of the final artwork