Terms and Agreement
Thank you for your interest in Starla Huchton’s design services! My goal is to create a cover image that speaks to readers and communicates the essence of your story. The terms of my contracts are as follows (see Schedule A at the end for a broad overview):
ATTENTION – These terms of engagement become an express contract by PERFORMANCE of the potential CLIENT – you are engaging the services of SH, Productions, LLC by tendering your deposit. All terms and conditions as presented on this page are applicable at the moment of tender.
This is an agreement between the “Client” and SH Productions, Colorado Limited Liability Company for services to the rendered.
W I T N E S S E T H:
WHEREAS, Client desires to retain the services of SH Productions, LLC to develop certain artwork to be used by Client in creative endeavor hereafter called Project as described in greater detail in Schedule “A” attached hereto;
WHEREAS, SH Productions, LLC is willing and able to provide such art services to and develop such artwork for Client 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:
1. RETENTION OF SH PRODUCTIONS, LLC
A. Client hereby retains the services of SH PRODUCTIONS, LLC to provide certain art related services for Client 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. SH Productions, LLC employees and/or representatives are independent contractors and are not employees of Client.
2. TERM OF THE AGREEMENT
A. This Agreement shall commence on upon receipt of deposit invoice which shall be paid within 7 days of receipt and shall be completed upon payment of remaining balance, at which time the completed, finalized project shall be delivered to Client.
3. RESPONSIBILITIES OF SH PRODUCTIONS, LLC
SH Productions, LLC agrees to create, develop, and provide Artwork to Client. This is a material provision of the Agreement.
A. In full consideration for the services performed by SH Productions LLC, under the terms of this Agreement, Client agrees to compensate SH Productions, LLC as provided for in Schedule A.
B. SH Productions, LLC’s agreed-to compensation as provided for in Schedule A will be full payment for any Artwork SH Productions LLC generates, and SH Productions, LLC will not be entitled to any royalties or proceeds received by Client from the commercialization in any manner of Artwork or Project.
5. OWNERSHIP RIGHTS
A. It is understood and agreed that Artwork is being developed by SH Productions for the sole and exclusive use of Client that shall be deemed to be the sole and exclusive owner of all right, title, and interest therein, excluding all copyright and proprietary rights relating thereto. All work performed by SH Productions, LLC 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 Client.
B. Client has the right to use (or not use) reproduce, alter, modify, and edit Artwork. (This does not include re-sell rights which are a separate and distinct right; Parties are not to attempt to resell completed finalized Artwork without written consent of both Client and SH Productions, LLC.)
C. SH Productions, LLC 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 Client.
D. Both during the Term of this Agreement and thereafter, SH Productions, LLC will assist Client and its agents, upon request, in preparing U.S. and foreign copyright, trademark, and/or patent applications covering Project and/or Artwork. SH Productions, LLC will sign any such applications, upon request, and deliver them to Client. Client will bear all expenses that it causes to be incurred in connection with such copyright, trademark, and/or patent protection.
6. REPRESENTATIONS AND WARRANTIES
A. SH Productions, LLC represents and warrants to Client that it is free to enter into this Agreement and that its performance thereunder will not conflict with any other Agreement to which SH Productions LLC may be a party.
B. SH Productions, LLC represents and warrants to Client that Artwork is unique and original, is clear of any claims or encumbrances, and does not infringe on the rights of any third parties. Client represents and warrants that any creative content delivered for SH Productions, LLC use is unique and original, is clear of any claims or encumbrances, and does not infringe on the rights of any third parties and should any issue of ownership and/or warranty arise Client will indemnify SH Productions, LLC from litigation and/or claims of any nature.
A. Client shall have the right, in its sole discretion, to prosecute lawsuits against third parties for infringement of its rights in the Artwork. Any lawsuit shall be prosecuted solely at Client’s expense and all sums and/or recovered or liabilities incurred shall be retained and/or paid by Client
B. SH Productions, LLC agrees to fully cooperate with Client in the prosecution of any suit, for a retainer and fee amount to be determined by the SH Productions, LLC. Cooperation by SH Productions shall be contingent upon the aforementioned retainer and fee amount to be paid up front by the Client.
A. Client shall have the absolute right to terminate this Agreement on no notice to SH Productions, LLC should SH Productions, LLC fail to deliver the Artwork to Client in a form acceptable to Client in a reasonable amount of time.
B. Either party may terminate this Agreement on 30 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 30-day period, the breaching party fails to cure such breach. Should the Client cancel upon 30-day notice, any monies and/or deposit made in accordance with Schedule A will be forfeit.
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.
10. JURISDICTION AND DISPUTES
A. This agreement shall be interpreted and enforced in accordance with the laws of the State of Colorado, without regard to its choice of law provision. In the event any provision of this agreement should be determined to be invalid or unenforceable, such determination shall not affect the remaining terms hereof. In the event any suit is brought in connection herewith, the venue of such action shall be El Paso County in the State of Colorado. 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.
11. AGREEMENT BINDING ON SUCCESSORS
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 SH Productions, LLC are personal to SH Productions, LLC and may not be assigned by any act of SH Productions, LLC or by operation of law without the prior written consent of SH Productions, LLC. SH Productions, LLC shall have the unfettered right to assign this Agreement to a successor to SH Productions, LLC or to the purchaser of any of the assets of SH Productions, LLC. Client shall have the right to assign with written permission of SH Productions, LLC.
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.
SCHEDULE A TO AGREEMENT BETWEEN
CLIENT AND SH PRODUCTIONS, LLC
Additional Provisions of use and interactions:
1. The finished image may be used for the Artist’s self-promotional purposes (such as for display in a portfolio), but will never be resold by the SH Productions, LLC for any future, unrelated projects. The finished image will belong to the Client solely for use on their work and may not be resold or repackaged for use on unrelated projects.
2. The Client owns the copyrights to, or has received written permission to use the subject matter to which the finished design will be applied.
3. Original, program specific files (psd’s, .ai’s, etc.) will be made available upon request, including any specific fonts used in image creation, for an additional $300 fee. Images free of text will not be provided due to potential resale value and/or potential for theft of images.
4. If a design element (such as a logo or font, et al) is required for branding purposes, the Client will provide this via email or other file sharing service.
5. Any text required will be provided by the Client, with all spelling and grammatical corrections completed by the client. Some guidance may be provided depending on Client needs.
6. A flat fee of $125 per ebook cover only, $175 for a print cover (includes the ebook image as well) covers all costs of art creation, including any stock images used in the creation thereof, as well as any needed digital image sizes. A nonrefundable deposit of $50 is required upon agreement of this contract and will be applied toward the total cost. The remainder of the payment is due upon approval of the finished image. Invoices will be sent via Paypal.com and must be paid within one week of receipt, unless specific arrangements have been made ahead of time. After receipt of final payment, requested image sizes will be supplied to the Client via a file sharing service.
7. Initial concepts will be discussed with the client before designing begins.
8. Client changes to the image will be limited to three rounds of major edits, with some minor changes (text corrections, font colors, small detail adjustment, etc) in addition to this if necessary.
9. If the Client wishes to change the design concept entirely after allotted major edits are complete, there will be an additional fee of $100.
10. If, after completion and final payment, the Client requests changes, there will be a $50 change fee.
11. If, after the allotted edits have been completed, the Client is not satisfied with the supplied images and both parties (Artist and Client) are unable to come to a working agreement, the nonrefundable deposit of $50 will be considered a termination fee and any Artwork will be retained by the designer. Should the Client wish to terminate this contract for any reason at any time, the deposit is forfeit.
12. Under no circumstances are pre-finalized versions of artwork to be released. If the client releases an unapproved version of the commissioned cover, the version released will be considered the final version and an invoice will be sent to collect the payment.
Please be aware of these terms before submitting a project questionnaire. The submitting of that form will be taken as an agreement of the above terms.