This Creative services agreement (the “Agreement”) by and among Aeronautic Vigilante, and Undersigned Responsible Party(ies) (“Clients” together with Aeronautic Vigilante, the “Parties”) entered into this on the agreed upon date. WHEREAS, Clients wish to retain the services of Aeronautic Vigilante for the Clients’ Creative project, and Aeronautic Vigilante is willing to make a (Creative) exclusively available to Clients for their Creative project for the agreed upon time according to this Agreement at the agreed upon Fee. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which the Parties acknowledge, the Parties agree to terms and conditions listed on this contract and the Creative Services as follows:
- Payment All invoices are payable within 21 business days of receipt. A 1.5% service charge is payable on all overdue balances for reissuing each invoice at 45, 60, 75 and 90 days from the date of original invoice. The grant of any license or right of copyright is conditioned on receipt of full payment.
- Default in payment The Client shall assume responsibility for cost outlays by Creative in all collections of unpaid fees and of legal fees necessitated by default in payment. Invoices in default will include but are not limited to fees for collection and legal costs.
- Estimates The fees and expenses shown are minimum estimates only unless an hourly fee has been agreed upon. That fee will be $125 per hour and the Creative shall keep the client apprised of a tally of hours within a reasonable period of time. Final fees and expenses shall be shown when invoice is rendered. The fees and expenses shown are minimum estimates only unless the quote and/or invoice is clearly marked Firm Quote, otherwise the below stated hourly fee will be payable on all time over that which was quoted with a minimum in 30 minute increments.
- Changes The Client must assume that all additions, alterations, changes in content, layout or process changes requested by the customer, will alter the time and cost. The Client shall offer the Creative the first opportunity to make any changes.
- Expenses The Client shall reimburse the Creative for all expenses arising from this assignment, including the payment of any sales taxes due on this assignment, and shall advance the Creative for payment of said expenses, including but not limited to Stock Photography, Artwork, and or material needed for the project.
- Cancellation In the event of cancellation of this assignment, ownership of all copyrights and the original artwork shall be retained by the Creative, and a cancellation fee for work completed, and expenses already incurred, shall be paid by the Client. Cancellation fee is based on the hours submitted, if the project is on an hourly basis or a percentage based on the time estimate for the entire job. A 100% cancellation fee is due once the project has been finished, whether delivered to the client or not. If the project is on an hourly basis and the project is canceled by the client, the client agrees to pay no less than 100% of the hours already billed for the project at the time of cancellation plus a flat fee of $250 or 50% of the remaining hours that were expected to be completed on the project, whichever is greater.
- Ownership and return of artwork The Creative retains ownership of all original artwork, whether preliminary or final, and the Client shall return such artwork within 30 days of use unless indicated otherwise below. If transfer of ownership of all rights is desired, the rates may be increased. If the Client wishes the ownership of the rights to a specific Creative or concept, these may be purchased at any time for a recalculation of the hourly rate on the time billed or the entire project cost.
- Credit Lines The Creative and any other creators shall receive a credit line with any editorial usage. If similar credit lines are to be given with other types of usage, it must be so indicated here.
- Releases The Client shall indemnify the Creative against all claims and expenses, including attorney’s fees, due to the uses for which no release was requested in writing or for uses that exceed authority granted by a release.
- Modifications Modifications of the terms of this contract must be written and authorized by both parties, involving the implementation of a new version of the contract as a whole following standard procedures of documentation and approval
- Uniform commercial code The above terms incorporate Article 2 of the Uniform Commercial Code.
- Code of fair practice The Client and the Creative agree to comply with the provisions of the Code of Fair Practice (which is in the Ethical Standards section of chapter 1, Professional Relationships).
- Code of fair practice The Creative warrants and represents that, to the best of his/her knowledge, the work assigned hereunder is original and has not been previously published, or that consent to use has been obtained on an unlimited basis; that all work or portions thereof obtained through the undersigned form third parties is original or, if previously published, that consent to use has been obtained on an unlimited basis; that the Creative has full authority to make this agreement; and that the work prepared by the Creative does not contain any scandalous, libelous, or unlawful matter. This warranty does not extend to any uses that the Client or others may make of the Creative’s product that may infringe on the rights of others. Client expressly agrees that it will hold the Creative harmless for all liability caused by the Client’s use of the Creative’s product to the extent such use infringes on the rights of others.
- Limitation of liability Client agrees that it shall not hold the Creative or his/her agents or employees liable for any incidental or consequential damages that arise from the Creative’s failure to perform any aspect of the project in a timely manner, regardless of whether such failure was caused intentional or negligent acts or omissions of the Creative or Client, any client representatives or employees, or a third party.
- Term and Termination This Agreement shall commence upon the Effective Date and shall remain effective until the Services are completed and delivered. This Agreement may be terminated at any time by either party effective immediately upon notice, or the mutual agreement of the parties, or if any party: (a) becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or (b) breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within ten (10) days from receipt of written notice of such breach; or (c) assets, content, and/or communication is not received from the Client within a reasonable amount of time or 60 (sixty) days from contract signing. In the event of termination, Creative shall be compensated for the Services performed through the date of termination in the amount of (a) any advance payment, (b) a prorated portion of the fees due, or (c) hourly fees for work performed by Creative or Creative’s agents as of the date of termination, whichever is greater; and Client shall pay all Expenses, fees, out of pockets together with any Additional Costs incurred through and up to, the date of cancellation. In the event of termination by Client and upon full payment of compensation as provided herein, Creative grants to Client such right and title as provided of this Agreement with respect to those Deliverables provided to, and accepted by Client as of the date of termination. Upon expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and (b) other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.
- Dispute Resolution Any disputes in excess of maximum limit for small-claims court arising out of this Agreement shall be submitted to binding arbitration before a mutually agreed-upon arbitrator pursuant to the rules of the American Arbitration Association. The Arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. The client shall pay all arbitration and court cost, reasonable attorney’s fees, and legal interest on any award of judgment in favor of the Creative. All actions, whether brought by client or by Creative will be filed in the Creative’s state/county of business/residence. This contract is held accountable to the legal system of Minnesota and any applicable statutes held therein. Include the provision below if you plan to exchange this contract over email only.
- Acceptance of terms The action of the sending and receipt of this agreement via electronic method will hold both parties in acceptance of these terms. The Creative as sender and the client as recipient will acknowledge acceptance of these terms either through an e-mail noting acceptance or acceptance is acknowledged at the beginning of any work on said project. Electronic signatures shall be considered legal and binding.