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Thread: Contracts 101 - Resource Guide for Artists

  1. #21
    Guild Expert ladiestorm's Avatar
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    Okay, let's try a different route. I can see by what I'm reading, that there is NO WAY I will be able to write out a limited use contract, and get it right, but also make it so it's easy for all parties to understand.

    So how about a different track? I know there have got to be artistic license contracts out there, on the internet or what not, that are available for purchase and download. But every time I try to do a search for limited use license agreement, I get websites for driver's licenses and construction contract advise!

    So... for the purpose of 'general information', and assuming that the most basic contracts are 'equal' in all 50 states, is there site that sells generalized limited use agreements for artists?
    Like a thief in the night
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    check out my new Deviant Art page!
    https://www.deviantart.com/ladiestorm

  2. #22
    Guild Journeyer ScottDA's Avatar
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    What a fantastic thread. Thank you, Aeshnidae, for providing such valuable information.

  3. #23
    Publisher Mark Oliva's Avatar
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    Quote Originally Posted by ladiestorm View Post
    But every time I try to do a search for limited use license agreement, I get websites for driver's licenses and construction contract advise!
    Try a search with this search line: license artist "limited use"

    Servus,
    Mark Oliva
    The Vintyri (TM) Project

  4. #24
    Guild Expert Guild Supporter aeshnidae's Avatar
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    LegalZoom is pretty decent if you're looking for agreement templates; they have actual attorneys review most of the templates. It's always hard to say for sure if a specific site is good because there are so many templates, and part of the challenge of drafting contracts is modifying the terms to meet the needs of a specific situation Below is a license template I created, with a number of different options for certain clauses (like type of license, royalties, etc.). Everything in [ALL CAPS BRACKETS] is informational; you need to delete all of that, along with clauses you did not select. This is the licensing agreement I would use to license my own maps.

    Copyright License Agreement

    This Copyright License Agreement (this “Agreement”) is made effective as of [DATE] (the “Effective Date”) by and between [YOUR NAME] (“Cartographer” or “Licensor”), located at [ADDRESS], [CITY], [ZIP CODE] and [YOUR CLIENT’S NAME] (“Client” or “Licensee”), located at [ADDRESS], [CITY], [ZIP CODE], each a “Party” and together the “Parties.

    Whereas, Cartographer owns all proprietary rights in and to the copyrightable and/or copyrighted works described in this Agreement (the “Commissioned Work”);

    Whereas, Cartographer owns all rights in and to the Commissioned Work and retains all rights to the Commissioned Work, which are not transferred herein, and retains all common law copyrights and all federal copyrights; and

    Whereas, Cartographer desires to grant, and Client desires to obtain, a license authorizing the use of the Commissioned Work by Client in accordance with the terms and conditions of this Agreement,

    Now, therefore, in consideration of the premises and the mutual covenants herein contained, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

    1. Ownership of Commissioned Work. Cartographer retains title, ownership, and all other rights in the Commissioned Work. Client acknowledges that Cartographer is the sole and exclusive owner of the Commissioned Work and all associated rights in the Commissioned Work, and Client shall do nothing inconsistent with Cartographer’s ownership. Client further agrees that it will not claim ownership rights to the Commissioned Work, or any derivative, compilation, sequel or series, or related Commissioned Work owned by or used by Cartographer. Client agrees that nothing in this Agreement shall give Client any right, title, or interest in the Commissioned Work other than the rights set forth in this Agreement.

    2. Grant of License.

    (a) [SELECT THE CLAUSE YOU NEED FROM THE OPTIONS BELOW. ONLY SELECT ONE CLAUSE. DELETE ALL OTHER CLAUSES. DELETE ALL CAPITALIZED LANGUAGE AND BRACKETS.

    IF YOU WANT TO LIMIT THE USE OF YOUR MAP TO A CERTAIN AMOUNT OF TIME, (1) DELETE THE WORD “PERPETUAL” AND (2) AT THE END OF THE SENTENCE INSERT “FOR A PERIOD OF [INSERT #] OF YEARS FROM THE EFFECTIVE DATE OF THIS AGREEMENT.”

    IF YOU WANT TO LIMIT THE USE OF YOUR MAP TO A CERTAIN GEOGRAPHIC LOCATION, (1) DELETE “WORLD-WIDE” AND (2) AT THE END OF THE SENTENCE, INSERT “WITHIN [INSERT COUNTRY NAME]”.

    IF YOU DO NOT WANT YOUR CLIENT TO BE ABLE TO SUBLICENSE YOUR WORK, DELETE THE LANGAGE “SUBLICENSABLE” IF IT APPEARS IN THE APPROPRIATE CLAUSE.

    REMEMBER THAT IF YOU GRANT AN EXCLUSIVE LICENSE, YOU CANNOT USE YOUR MAP UNLESS YOU RESERVE THE RIGHT TO USE IT FOR YOUR PORTFOLIO.]

    [NON-EXCLUSIVE, ANY NON-COMMERCIAL USE] In accordance with this Agreement, Cartographer hereby grants Client a non-exclusive, non-transferable, non-sublicensable, world-wide, perpetual, paid-up, royalty-free license to use the Commissioned Work for non-commercial purposes.

    [NON-EXCLUSIVE, LIMITED NON-COMMERCIAL USE] In accordance with this Agreement, Cartographer hereby grants to Client a non-exclusive, non-transferable, non-sublicensable, world-wide, perpetual, paid-up, royalty-free license to use the Commissioned Work solely for the purpose of [INSERT LIMITS. EXAMPLE: …SOLELY FOR THE PURPOSE OF CLIENT’S NON-COMMERCIAL D&D CAMPAIGN].

    [NON-EXCLUSIVE, ANY COMMERCIAL USE, NO ROYALTIES] In accordance with this Agreement, Cartographer hereby grants to Client a non-exclusive, royalty-free, world-wide, perpetual, non-transferable (except as a sublicense), sublicensable right and license to the Commissioned Work to make, have made, use, sell, offer for sale, market, lease, import, have imported, or otherwise exploit the Commissioned Work.

    [NON-EXCLUSIVE, ANY COMMERCIAL USE, ROYALTIES] In accordance with this Agreement, Cartographer hereby grants to Client a non-exclusive, royalty-bearing, world-wide, perpetual, non-transferable (except as a sublicense), sublicensable right and license to the Commissioned Work to make, have made, use, sell, offer for sale, market, lease, import, have imported, or otherwise exploit the Commissioned Work.

    [NON-EXCLUSIVE, LIMITED COMMERCIAL USE FOR INDIVIDUAL BUSINESS, NO ROYALTIES] In accordance with this Agreement, Cartographer hereby grants to Client a non-exclusive, royalty-free, world-wide, perpetual, non-transferable, non-sublicensable right and license to use the Commissioned Work in the course of Client’s business and for no other purpose. Client may copy and use the Commissioned Work in Client’s products, point of sale displays, advertising, and other promotional materials. Further, Licensee may use the Commissioned Work in conjunction with Client’s website for the advertisement and sale of Client’s products that contain the Commissioned Work. Any other use of the Commissioned Work shall be made by Licensee only upon the receipt of prior written approval from Licensor.

    [EXCLUSIVE, ANY COMMERCIAL USE, ROYALTIES] In accordance with this Agreement, Cartographer hereby grants to Client an exclusive, royalty-bearing, world-wide, perpetual, non-transferable (except as a sublicense), sublicensable right and license to the Commissioned Work to make, have made, use, sell, offer for sale, market, lease, import, have imported, or otherwise exploit the Commissioned Work. [OPTIONAL, SO THAT YOU CAN USE YOUR MAP: Cartographer reserves the right to use the Commissioned Work in Cartographer's portfolio.]

    [EXCLUSIVE, LIMITED COMMERCIAL USE, ROYALTIES] In accordance with this Agreement, Cartographer hereby grants to Client an exclusive, royalty-bearing, world-wide, perpetual, non-transferable (except as a sublicense), sublicensable right and license to the Commissioned Work to make, have made, use, sell, offer for sale, market, lease, import, have imported, or otherwise exploit the Commissioned Work [INSERT LIMITS. EXAMPLE: AS PART OF CLIENT’S SELF-PUBLISHED NOVELS]. [OPTIONAL, SO THAT YOU CAN USE YOUR MAP: Cartographer reserves the right to use the Commissioned Work in Cartographer's portfolio.]

    (b) Client retains all rights to products that contain the Commissioned Work that Client develops, creates, purchases, or otherwise owns.

    (c) Client hereby accepts such license and agrees that Client shall not use the Commissioned Work except in accordance with the terms and conditions of this Agreement. [IF GRANTING A NON-EXCLUSIVE LICENSE, ADD THE FOLLOWING SENTENCE] Client acknowledges and agrees that the license granted herein is non-exclusive and that Cartographer may license others to use the Commissioned Work.

    3. Fees.
    (a) Licensing Fee. [SELECT THE CLAUSE YOU NEED FROM THE OPTIONS BELOW. DELETE ALL OTHER CLAUSES. DELETE ALL CAPITALIZED LANGUAGE AND BRACKETS.]

    [NO LICENSING FEE] Reserved.

    [ONE-TIME FEE] For the term of this Agreement, Client agrees to pay Cartographer a one-time licensing fee of [INSERT DOLLAR AMOUNT] within thirty calendar days of the Effective Date of this Agreement.

    [ANNUAL FEE] For the term of this Agreement, Client shall pay an annual non-exclusive license fee of [INSERT DOLLAR AMOUNT] on [INSERT MONTH AND DAY] of every year during the term of this Agreement.

    (b) Royalties. [SELECT THE CLAUSE YOU NEED FROM THE OPTIONS BELOW. DELETE ALL OTHER CLAUSES. DELETE ALL CAPITALIZED LANGUAGE AND BRACKETS.]

    [NO ROYALTIES] Reserved.

    [STANDARD ROYALTIES] During the term of this Agreement, Client shall pay to Cartographer an earned royalty based on the total [SELECT ONE] gross/net sales of any product containing the Commissioned Work. The royalty rate to be paid shall be [ENTER NUMBER] percent. Client’s obligation to pay royalties shall continue until the expiration of this Agreement.

    [BONANZA CLAUSE – ROYALTIES KICK IN ONLY AFTER CLIENT IS SUCCESSFUL] Client shall not pay royalties unless and until the cumulative net sales of products containing the Commissioned Work exceed [ENTER DOLLAR AMOUNT], in which case Client shall pay Cartographer a [ENTER NUMBER] percent royalty on the total net sales. Payment shall be made on a quarterly basis beginning 30 calendar days after net sales exceed [ENTER DOLLAR AMOUNT].

    4. Term and Termination.
    (a) This Agreement shall commence as of the Effective Date and shall continue in full force and effect for a period of [ENTER NUMBER] year(s) [OPTIONAL: and shall automatically renew for additional one year periods, unless either Party provides written notice of non-renewal to the other Party, not less than sixty (60) calendar days prior to the expiration of any one year term].

    (b) [USE THIS CLAUSE IF YOU WILL RECEIVE AN ANNUAL LICENSE FEE AND/OR ROYALTIES. IF NOT, DELETE THIS CLAUSE OR MARK IT “Reserved.”] Cartographer may, at its sole discretion, terminate this Agreement in Client defaults on any material terms herein or otherwise breaches the Agreement, or if Client enters bankruptcy proceedings. In the event that Client seeks bankruptcy, either voluntarily or involuntarily, Client shall immediately name Cartographer as a creditor for all royalties which are due, or may become due, under the terms of this Agreement.

    (c) Upon termination or expiration of the license granted under this Agreement by operation of law or otherwise, all rights (including the right to use the Commissioned Work), privileges, and obligations arising from this Agreement shall cease to exist, except for Client’s obligation to pay royalties to Cartographer pursuant to the terms of this Agreement.

    (d) [USE THIS CLAUSE IF YOU ARE GRANTING A COMMERCIAL LICENSE. IF NOT, DELETE THIS CLAUSE OR MARK IT “Reserved.”] Upon termination of this Agreement, Cartographer agrees to allow Client six (6) months to cease all use of the Commissioned Work, including a reasonable time to change labels, packaging and advertising, and twelve (12) months to deplete existing inventories of goods bearing the Work. Client agrees to discontinue use of the Work, upon termination of this Agreement, as quickly as practicable, and in no event longer than the time specified in this Section.

    5. Disclaimer of Warranties. COMMISSIONED WORK IS PROVIDED “AS IS.” CARTOGRAPHER AND HIS/HER RESPECTIVE OFFICERS, AGENTS, AND EMPLOYEES JOINTLY AND SEVERALLY DISCLAIM ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, IN FACT OR ARISING BY OPERATION OF LAW, REGARDING THE COMMISSIONED WORK THAT MAY BE CONTEMPLATED, ANTICIPATED, OR DEVELOPED BY EITHER OR BOTH PARTIES.

    6. Liability.
    (a) Limitation of Liability. IN NO EVENT WILL EITHER PARTY OR THEIR OFFICERS, AGENTS OR EMPLOYEES BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO BUSINESS EXPENSE, LOSS OF PROFITS, AND DAMAGE OR INJURY TO PROPERTY, FOR ANY CLAIMS, DEMANDS, OR DAMAGES ARISING OUT OF THIS AGREEMENT OR USE OF THE COMMISSIONED WORK BY ANYONE EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    (b) Liability Cap. CARTOGRAPHER’S TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS OR DAMAGES WHATSOEVER RELATING TO OR ARISING OUT OF THIS AGREEMENT AND/OR USE OF THE COMMISSIONED WORK, WHETHER IN CONTRACT OR TORT, SHALL BE LIMITED TO THE TOTAL OF ALL AMOUNTS ACTUALLY PAID TO CARTOGRAPHER BY CLIENT UNDER THIS AGREEMENT UNLESS FURTHER LIMITED BY APPLICABLE LAW.

    7. Indemnification. [SELECT THE CLAUSE YOU NEED FROM THE OPTIONS BELOW. DELETE ALL OTHER CLAUSES. DELETE ALL CAPITALIZED LANGUAGE AND BRACKETS.]

    [OPTIONAL BUT RECOMMENDED FOR AGREEMENTS WITH COMPANIES]Each Party shall indemnify and hold the other harmless for any losses, claims, damages, awards, penalties, or injuries incurred by any third party, including reasonable attorney’s fees, which arise from any alleged breach of such indemnifying party’s representations and warranties made under this Agreement, provided that the indemnifying party is promptly notified of any such claims. The indemnifying party shall have the sole right to defend such claims at its own expense. The other Party shall provide, at the indemnifying party’s expense, such assistance in investigating and defending such claims as the indemnifying party may reasonably request. This indemnity will survive the termination of this Agreement.

    [IF YOU DON’T WANT AN INDEMNIFICATION CLAUSE] Reserved.

    8. Attorney’s Fees. In the event of a dispute, the prevailing Party shall have the right to collect from the other Party its reasonable costs and necessary disbursements and attorneys' fees incurred in enforcing this Agreement.

    9. Assignment. Neither Party shall have the right to assign its interests in this Agreement to a third party without the prior written consent of the non-assigning Party.

    10. Amendments. This Agreement shall not be modified or amended unless such modification or amendment is in writing signed by both Parties.

    11. Relationship of Parties. For the purposes of this Agreement the Parties shall be, and shall be deemed to be, independent contractors and not agents or employees of the other Party. Neither Party shall have authority to make any statements, representations, or commitments of any kind, or to take any action which shall be binding on the other Party, except as may be expressly provided for herein or authorized in writing.

    12. Severability. If any one or more of the provisions contained in this Agreement, or any application thereof is held to be invalid, illegal, or unenforceable in any respect for any reason, then such invalidity, illegality, or unenforceability shall not affect any other provision hereof or any other application of the affected provision. It is the intention of the parties that if any provision or application thereof is held to be invalid, illegal, or unenforceable, there shall be substituted in lieu thereof a valid and enforceable provision or application as similar in terms to such provision or application as is possible.

    13. Governing Law. This Agreement shall be construed and governed by the laws of the State of [INSERT YOUR STATE OF RESIDENCE] without reference to its conflicts of laws principles.

    14. Entire Agreement. This Agreement constitutes the entire understandings of the parties with respect to the subject matter herein. All prior agreements, whether oral or written, are superseded by this Agreement.

    ACCEPTED BY:

    [SIGNATURES, PRINTED NAMES, DATES]
    Last edited by aeshnidae; 05-23-2018 at 10:09 AM.

  5. #25
    Guild Expert Guild Supporter aeshnidae's Avatar
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    Also, keep in mind that you can use one of the earlier posts in this thread to put together a commission contract, and you can simply add the appropriate license grant language into that contract. You don't necessarily need a separate license agreement.

  6. #26
    Guild Expert Guild Supporter aeshnidae's Avatar
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    Here's a demand for payment template. Remember, everything in [BRACKETED ALL CAPS] needs to be replaced, and the ALL CAPS language needs to be deleted.

    [INCLUDE THE FOLLOWING IN THE HEADER OR OTHERWISE ABOVE THE DATE] For Settlement Purposes Only

    [DATE]


    [CLIENT ADDRESS]

    Via Certified Mail [NOTE: YOU SHOULD SEND THIS VIA CERTIFIED MAIL WITH RETURN RECEIPT. IF YOU GO TO SMALL CLAIMS COURT, YOU WILL NEED THIS.]

    Re: DEMAND FOR PAYMENT, Contract # [insert number]

    Dear [CLIENT NAME],

    The purpose of this letter is to demand payment for debts owed to [YOUR NAME] (“Cartographer”) under the above-referenced [INSERT TYPE OF CONTRACT, SUCH AS COMMISSION AGREEMENT or COPYRIGHT LICENSE AGREEMENT] (the "Contract"). As stated in the Contract, you agreed to pay Cartographer in the amount of [INSERT PAYMENT AMOUNT]. To date, Cartographer has received [INSERT AMOUNTS RECEIVED] of the total required payment.

    If you do not submit the payment, as required by the Contract, Cartographer will pursue all available rights and remedies, at law or in equity. Cartographer prefers to give [CLIENT NAME OR YOU] the opportunity to settle this matter informally before pursuing available remedies. Accordingly, to fully settle this matter, please (a) contact Cartographer within two (2) business days of your receipt of this letter to confirm receipt; and (b) remit payment for the amounts due to the Cartographer within ten (10) business days of your receipt of this letter.

    Please note that if Cartographer is required to commence legal proceedings in order to secure repayment of the debt owed, this letter will be tendered as evidence of your failure to attempt to resolve this matter. Further, you may be liable for court costs, attorney’s fees, and damages.

    Sincerely,

    [YOUR NAME]
    [YOUR ADDRESS]

    Encl. [OPTIONAL: ENCLOSE COPY OF THE CONTRACT AND/OR INVOICE]

  7. #27
    Administrator ChickPea's Avatar
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    I've made this thread a sticky. There's far too much useful information for it to be buried among older threads.
    "We are the music makers, and we are the dreamers of dreams"

  8. #28
    Guild Expert Guild Supporter aeshnidae's Avatar
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    Quote Originally Posted by ChickPea View Post
    I've made this thread a sticky. There's far too much useful information for it to be buried among older threads.
    Fantastic! Thanks, ChickPea! I'll continue to add to this thread as things occur to me, or if anyone has questions. Like I said earlier, I can't provide specific legal advice (unless you happen to live in Maryland) but I can provide "guidance" that applies more broadly, and that's generally a good work-around that lets me help out here while not violating any professional ethics requirements.

  9. #29
    Guild Apprentice TaniaGomesArt's Avatar
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    Wawww, this is pure gold. I've been trying to find a "how to" to create license agreements.

    I've been doing commissions for a while without any licensing contract.
    Most of my clients are really amazing people but is better safe than sorrow. And to some, especially the ones o want maps for RPG's and need the commercial right, it's really important for their own protection. They are paying me extra for that commercial right and I completely understand they don't want me on their back in a year or two asking for some kind of payment Not that I would do that, but they don't know me right?

    Thank you so much, I will use this to make the 2 licensing agreements that cover most of what I do.

  10. #30
    Guild Expert Guild Supporter aeshnidae's Avatar
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    Happy to help, MysticWings! It's definitely a plus to have a license in place for commercial work.

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