ART COMMISSION AGREEMENT

This Art Commission Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT DATE ON WHICH THE AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT NAME OF THE CLIENT], having registered office at [INSERT ADDRESS OF THE CLIENT] (hereinafter referred to as the “Client” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT NAME OF THE ARTIST], having registered office at [INSERT ADDRESS OF THE ARTIST] (hereinafter referred to as the “Artist” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Client” and the “Artist” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS

1. The Client is engaged in the business of [INSERT TYPE OF BUSINESS] and desires to commission the Artist to create a specific artwork as described herein.
2. The Artist has the necessary know-how, skill, expertise and qualification to complete the specified Artworks upon the terms and subject to the conditions of this Agreement.
3. The Client and Artist mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
4. The parties are duly authorized and have the capacity to enter into this agreement.
5. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. “Artist “shall refer to an individual, which is responsible for creating the commissioned artworks.
   2. “Commissioned Artwork” refers to the specific artwork, including all details and specifications which the artist will complete.
   3. ”Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party to the other party in connection with this agreement , whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
   4. “Intellectual Property” refers to any patents, trademarks, service marks ,trade names, copyright, trade secrets, know-how or other intellectual property rights, applications ,registrations mentioned in this agreement thereof.
2. DESCRIPTION OF THE ART WORK
   1. The Artist shall complete the artwork according to the expected needs of the clients. The commissioned artwork shall be [INSERT DESCRIPTION OF THE REQUIRED ARTWORK SUCH AS; SIZE, STYLE SUBJECT MATTERS AND ANY ADDITIONAL DETAILS IF REQUIRED].
   2. The Artist shall complete the Artwork and deliver the same according to the timeline as agreed upon by both the parties.
   3. The Client may provide reference materials to assist the artist for the creation of the artwork.
   4. The Artist may subcontract or delegate specific tasks or responsibilities related to the Artwork to third parties with prior written approval from the Client.
   5. Any changes or modifications in the artwork shall be documented in writing and signed by both Parties. Such changes may include modifications to artworks, tasks or timelines.
3. TERM
   1. This Agreement shall commence on the effective date of [INSERT DATE OF AGREEMENT] and continue for [INSERT TERM PERIOD OF AGREEMENT IN DAYS/MONTHS/YEARS] as agreed by the parties. The Agreement may be terminated earlier in accordance with the termination provisions set forth herein, including termination upon mutual written consent or any other conditions specified within the Agreement that allow for early termination.
4. OBLIGATIONS OF THE ARTIST
   1. The Artist agrees to:
      1. Perform the commissioned services in a professional, timely, and diligent manner consistent with industry standards and the specifications outlined in this Agreement.
      2. Maintain clear and ongoing communication with the Client regarding the progress of the Commissioned Artwork, including but not limited to major milestones, delays, or any circumstances that may impact timely completion.
      3. Submit preliminary drafts or sketches if requested by the Client to confirm alignment with the Client’s expectations before proceeding with final work.
      4. Incorporate reasonable feedback provided by the Client, as mutually agreed upon in writing, and ensure the final artwork reflects such approved modifications.
      5. Use original content and not infringe upon the intellectual property or moral rights of any third party.
      6. Deliver the completed Artwork in accordance with the specifications, format, and timeline agreed upon by the Parties.
5. OBLIGATIOS OF THE CLIENT
   1. The Client agrees to:
      1. Provide the Artist with all necessary reference materials, feedback, and approvals in a timely and constructive manner.
      2. Make timely payments in accordance with the Compensation section of this Agreement, including any penalties due for late payment.
      3. Refrain from requesting changes or modifications that deviate materially from the original scope unless mutually agreed upon in writing and accompanied by a revised timeline and/or additional compensation where applicable.
      4. Cooperate with the Artist in good faith and avoid any conduct that could delay or disrupt the Artist’s ability to complete the Commissioned Artwork.
      5. Obtain any additional rights or licenses not explicitly granted in this Agreement through separate written agreement with the Artist.
6. PAYMENT
   1. The Client shall pay a total sum of [INSERT AMOUNT PAYABLE BEFORE EXECUTION OF AGREEMENT] to the Artist before the execution of this agreement.
   2. The Client shall pay the amount in installments or one-time full payment as agreed upon by the parties. In case of the late payments the Client shall pay a penalty for [INSERT AMOUNT PAYABLE IN CASE OF LATE PAYMENT] to the Artist.
   3. Failure of Client to make any payment required under this Agreement when such payment is due, shall, at Artist’s option, terminate this Agreement. Client will provide written notice to Artist of termination of this Agreement for failure to make a required payment, within [INSERT NUMBER OF DAYS] days from the due date of the payment.
7. REPRESENTATION AND WARRANTIES
   1. The Artist hereby represents and warrants that the Artist possesses full right, power, legal capacity, and authority to enter into this Agreement and to perform all obligations hereunder.
   2. The Commissioned Artwork shall be the original work of the Artist, and shall not infringe upon or violate any intellectual property rights, copyrights, trademarks, trade secrets, moral rights, or any other proprietary rights of any third party.
   3. The Artist shall not incorporate any content or materials into the Commissioned Artwork for which the Artist does not have sufficient rights or licenses to use, reproduce, or distribute.
   4. The Artist shall perform all obligations under this Agreement in a professional, timely, and workmanlike manner, in accordance with applicable laws, industry standards, and the terms set forth herein.
   5. The Artist has not and shall not enter into any agreement that would conflict with the Artist’s obligations under this Agreement or that would impair or restrict the Client’s rights in the Commissioned Artwork as provided herein.
   6. The Client hereby represents and warrants that the Client has full right, power, legal capacity, and authority to enter into this Agreement and to fulfill its obligations hereunder.
   7. The Client shall provide all reference materials, content, and direction that are legally obtained and free of any infringement of third-party rights, and the use of such materials by the Artist as instructed by the Client shall not result in any violation of law or infringement of third-party rights.
   8. The Client shall comply with all applicable laws and regulations in connection with the use of the Commissioned Artwork.
   9. The Client has not and shall not enter into any agreement that would conflict with its obligations under this Agreement or that would impair or restrict the Artist’s rights as provided herein.
8. RIGHTS AND USAGE
   1. The Artist retains all copyrights and intellectual property rights to the commissioned Artwork, including the right to reproduce, distribute, and display the artwork for promotional purposes.
   2. The Client is granted non-exclusive right to use the Commissioned Artwork for [INSERT PURPOSE, e.g., personal use, commercial use, display in a specific location]
   3. Any usage beyond what is specified or for any purpose not agreed upon in writing may require the Artist's additional consent and may be subject to additional fees.
   4. The Artist may display images of the Commissioned Artwork in their portfolio, on their website, and in promotional materials, including social media, unless the Client specifically requests otherwise in writing.
   5. The Client agrees not to alter or reproduce the Commissioned Artwork without the Artist's prior written consent. b. Any alterations or reproductions made without consent may infringe upon the Artist's copyright and may be subject to legal action. 
9. CONFIDENTIALITY
   1. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
   2. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
   3. Parties agrees to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
   4. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
   5. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
10. INTELLECTUAL PROPERTY RIGHTS
    1. The Artist shall retain all right, title, and interest in and to the original copyrights and all other intellectual property rights associated with the Commissioned Artwork, except as expressly provided in this Agreement.
    2. Upon full and final payment by the Client, the Artist shall grant to the Client a non-exclusive, non-transferable, worldwide license to use, reproduce, publicly display, and distribute the Commissioned Artwork solely for the purpose as agreed upon in this Agreement.
       Any use of the Commissioned Artwork beyond the scope of this license shall require the prior written consent of the Artist and may be subject to additional fees.
    3. The Artist shall retain all moral rights in and to the Commissioned Artwork, including but not limited to the right to attribution and the right to prevent any distortion, mutilation, or other modification that would be prejudicial to the Artist’s honor or reputation.
    4. The Client shall not alter, modify, create derivative works of, or sublicense the Commissioned Artwork without the prior written consent of the Artist.
    5. The Client shall not claim authorship or copyright ownership of the Commissioned Artwork.
    6. The Artist shall have the right to display the Commissioned Artwork, or reproductions thereof, in the Artist’s portfolio, website, promotional materials, exhibitions, and social media channels, unless otherwise agreed in writing by the Parties.
    7. Each Party shall promptly notify the other Party in writing upon becoming aware of any actual or suspected infringement of the Commissioned Artwork.
       The Artist shall have the exclusive right, but not the obligation, to pursue legal action for any infringement of the Commissioned Artwork, and any recovery obtained shall belong solely to the Artist.
11. TERMINATION
    1. Either party may terminate this Agreement for material breach on [INSERT THE NUMBER OF DAYS FOR NOTICE OF TERMINATION] days' written notice with opportunity to cure; provided termination will become effective immediately upon such notice, without opportunity to cure, if:
       1. this Agreement provides a specific date or period for performance of the obligation breached; or
       2. the injury caused by the breach is of a type that cannot be materially reduced by the breaching party during the cure period.
    2. Upon expiration or termination of this Agreement, all rights and obligations of the parties shall immediately cease, except for those obligations that have accrued prior to the effective date of termination. Specifically, any outstanding payment obligations, as well as any liabilities or breaches incurred before termination, shall remain fully enforceable. No new rights or obligations shall arise or be enforceable following termination, except for those expressly provided to survive termination within this Agreement.
    3. If this Agreement is terminated in accordance with its termination provisions, it shall become null and void and have no further force or effect, except that the Parties shall continue to be bound by its provisions regarding confidentiality and restrictions on announcements, indemnification, confidentiality, non-solicitation, non-disparagement, notices, miscellaneous matters, and governing law and dispute resolution. Nothing in this clause shall release any Party from any liability for any breach of this Agreement occurring prior to the effective date of such termination.
12. INDEMNIFICATION
    1. Each party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other party, its affiliates, officers, directors, employees, agents, successors, and assigns (“Indemnified Party”) from and against any and all claims, demands, actions, suits, or proceedings initiated by third parties, as well as any resulting liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, to the extent such claims arise from;
       1. any breach by the Indemnifying Party of its covenants, agreements, or obligations under this Agreement;
       2. any inaccuracy or material misrepresentation in the representations or warranties made by the Indemnifying Party; or
       3. any claim that the use, licensing, or commercialization of intellectual property or proprietary rights by the Indemnifying Party infringes, misappropriates, or otherwise violates the rights of any third party. The Indemnified Party shall provide prompt written notice of any claim for which indemnification is sought, and the Indemnifying Party shall have the right to assume and control the defence with counsel of its choosing, subject to the Indemnified Party’s reasonable approval.
    2. The Indemnified Party shall cooperate in good faith, and while it may participate in the defence at its own expense, the Indemnifying Party shall not settle any claim without the Indemnified Party’s prior written consent if such settlement imposes liability, does not provide a full release, or includes an admission of wrongdoing. Indemnification shall not apply to the extent that the claim arises from the Indemnified Party’s own wilful misconduct, negligence, or material breach of this Agreement.
13. LIMITATION OF LIABILITY
    1. Neither Party shall be liable to the other Party for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of business opportunity, or loss of data, arising out of or relating to this Agreement, whether based in contract, tort, negligence, strict liability, or otherwise, even if the other Party has been advised of the possibility of such damages.
    2. Except for liabilities arising from gross negligence, willful misconduct, or breach of the confidentiality or indemnification obligations, the total cumulative liability of either Party under this Agreement shall not exceed the total amount actually paid by the Client to the Artist under this Agreement.
    3. Each Party shall take reasonable steps to mitigate any loss or damage that may arise as a result of a breach of this Agreement by the other Party.
14. DISPUTE RESOLUTION
    1. The Parties shall endeavour to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator . The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
15. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY/STATE OF APPLICABLE LAWS].
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
       1. By direct negotiations between the Artist and Client.
       2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE OF THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATION] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
16. FORCE MAJUERE
    1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
17. NON DISPARAGEMENT
    1. The Parties agree that neither they nor any of their representatives, agents, employees, or affiliates shall, directly or indirectly, make or publish any statements, comments, or communications, whether orally, in writing, or electronically, including through any channel such as social media platforms, websites, forums, or other public or private means, that disparage, defame, or negatively portray the other Party, its business, products, services, employees, or reputation.
    2. This clause does not prohibit a Party from making truthful statements when required by law, regulation, or valid court order, provided the Party uses reasonable efforts to provide prior notice to the other Party, to the extent permitted by law.
18. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Day following resumption of regular postal service:
       1. If to the Client: [INSERT EMAIL ID OR/AND ADDRESS OF CLIENT]
       2. If to the Artist : [INSERT EMAIL ID OR/AND ADDRESS OF ARTIST]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
19. INDEPENDENT CONTRACTOR
    1. The Artist acknowledges that they are solely an Independent Contractor and is not an employee, agent, partner of the Client. Nothing in this agreement shall be construed as creating a partnership, joint venture, agency, employer-employee, or any other similar relationship between the parties.
20. ELECTRONIC SIGNATURES
    1. This Standard Clause provides that parties may authenticate the agreement with an electronic signature. Each party agrees that the electronic signatures whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same legal force and effect as manual signatures.
    2. Electronic signature means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including email electronic signatures.
21. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be the [INSERT LANGUAGE OF ALL COMMUNICATION].
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
22. INDEPENDENT LEGAL ADVICE
    1. The Parties are advised to seek independent legal counsel before entering into this Agreement. Each Party acknowledges that they have been given a reasonable opportunity to consult with an attorney of their choosing regarding the terms, conditions, and obligations set forth in this Agreement, including any restrictions or commitments imposed herein.
    2. By signing this Agreement, the Parties confirm that they have either sought such independent legal advice or voluntarily chosen to proceed without it. Each Party further represents that they are entering into this Agreement knowingly, voluntarily, and with a full understanding of its provisions. The Parties acknowledge that they are not relying on any statements, promises, or representations made by the other Party or any representative thereof that are not expressly included in this Agreement.
23. DECLARATION
    1. The Parties hereby acknowledge that the terms herein have been read, fully understood, and expressly agreed to, and hereby commit to performing their obligations with due diligence, honesty, and in good faith. The Parties hereby agree to foster a collaborative environment that promotes transparent communication and timely resolution of any issues, thereby ensuring compliance with all applicable laws and industry best practices.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Client

Name: [INSERT NAME OF CLIENT/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF CLIENT]

Signed, sealed and delivered on behalf of Artist

Name: [INSERT NAME OF ARTIST/SIGNING AUTHORITY AND DESIGNATION]

Signature: 

Date: [INSERT SIGNING DATE OF ARTIST]