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Subject: IANAL - Basic Artist Contract rss

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Tom Bowers
United Kingdom
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Hi All,

[19/06/18] Edited: I have replaced the text in my original post with the actual contract that I have discussed and signed with my Artist. Note that the artist I have employed was recommended to me via a mutual acquaintance, so we sat and discussed/amended the contract until both parties were happy. This will need some work with larger entities/total strangers etc.

Points to consider:

- I am not a Lawyer (IANAL)
- I uploaded this on the off-chance that it may be helpful to others
- Tailor to both parties needs as necessary. Note areas in [ ] brackets.
- The style is supposed to be short, concise & readable by humans
^ Basically the opposite of a 'proper' contract

I have pasted it in from my word processor software. Hopefully it retains the formatting.
Thank you to Scott (blaecblaed) and Ivan (ipottersmith) for your comments/suggestions and additions!

P.S. Also, thank you to all of BGG for the ridiculous wealth/fountain of knowledge and support available on this forum/site.

Cheers,
Tom of Willowmoon Games
(in development)

-------------------------------------------------
[Begin Text]

Clauses, Terms and Conditions
Where possible all images must be in a high resolution (300+ DPI) digital format that is compatible with Microsoft Windows systems. Images must be in a file format capable of lossless compression (.PSD, .PNG. TIF etc) and be colour-matched for printing in CMYK (artist to look into).
Images that are in a non-digital medium must be scanned in and sent in a digital format (as above).
If agreed beforehand, then physical media (e.g. paper, canvas etc) may be sent at a maximum size of A4/A3 to allow for scanning.
If in .PSD format, a copy of the original shall be provided in addition to the submitted work.

I will endeavour to clearly communicate my intent to the artist for each piece of artwork.
Both parties (the artist and myself) will endeavour to discuss/clarify/offer advice etc to attain mutual understanding before any contributing work is undertaken.
Both parties (the artist and myself) shall endeavour to respond to communications within a reasonable time frame of [24 hours maximum].
In any discussions that take place, I will clearly state what instructions are agreed upon, and the artist will then enact works in accordance with these instructions.
If after revisions; any individual piece/work does not match the agreed instructions (or is otherwise not suitable for use), then I reserve the right to decline that piece/work at no additional cost to the project/agreed payment.
Another work must then be enacted by the artist until a work meeting the agreed instructions is created.

The project will consist of [X] pieces of artwork. Additionally, all concept art, sketches etc are to be submitted.
All of the agreed number of pieces (above), including amendments, must be sent to me (whilst adhering to all the terms & conditions outlined in this contact) within [X] days from the artists date of signing, thus forming a Deadline.
or as soon as is reasonable.
No Deadline will be imposed on individual works, but each should be sent to me as they are completed. A reasonable time frame of no later than [7] days is expected.

The artist will inform me in advance if they believe the Deadline will be missed and for what reason/s.
I will then decide as to whether or not any late penalties will apply (as below) and inform the artist.
In the event that any deadline is missed, I agree to pay the artist for their work, but the following late penalties may be applied (at my discretion):
1) If up to (and including) 14 days late, the artist will receive 10% less than the agreed payment.
2) If between (and including) 15-31 days late, the artist will receive 25% less than the agreed payment.
3) If between (and including) 32-62 days late, the artist will receive 50% less than the agreed payment.
4) If over 62 days late then I reserve the right to decline payment, but still retain the copyright for any work/s submitted up to this point as compensation, in addition to any external legal action I may wish to take.

An amendment is defined as: Any physical change to the line-work or colouration, which requires more than [10 minutes] to accomplish. The applying of filters in graphics/illustration software is not defined as an amendment.
Each work is limited to [3] amendment requests from me, with any additional requests being at the artist’s discretion.
Amendments must be made, and the work re-sent to me, within [48] hours.
I will expressly state what amendments are to be performed and will endeavour to provide concise details/instructions. Amendments are to be carried out in-line with these instructions.
Should an amendment be made incorrectly (due to misinterpretation or otherwise) then this will not count toward the number of amendments requested by me, unless I expressly state that it does so.

The project will not be deemed as completed until the agreed number of pieces/works have been sent to me (including amendments) and I am satisfied with the results. I will then inform the artist in writing that the project is complete and that any outstanding payment will follow.

Any costs incurred to produce the work are to be covered by the artist.
I will offer up-front payments of [X] each week (if requested) which will form 100% payment of the agreed project cost upon completion of the project. This is as long as the completed project is in accordance with all the terms & conditions in this contract.
If any late penalties for missed Deadlines occur, then I reserve the right to adjust the payment to take these into account. If for any reason the artist is paid more than the agreed amount (minus any late penalties), without my express consent, then the artist agrees to return any money owed to me at the end of the project via PayPal or arrange other payment if necessary.

A total of £[X] will be paid to the artist by the end of the project or within a reasonable time frame thereafter. This total will take into account any payments made up front.
Payment will be via PayPal and will be initiated within 3 days of my stating that the project is complete.
I will send the artist notification that the payment instruction has been sent to PayPal. Responsibility for the payment then falls on PayPal.
In the event that payment fails due to a circumstance that is not the fault of PayPal, or the artist, then I will seek another method of payment and enact this as soon as possible with a ‘best-endeavours’ approach.
Providing that 1) I am 100% happy with the works supplied and 2) I have stated that the project is complete (as above), then the artist will receive payment as soon as possible, unless due to circumstances beyond my control, they are unable to receive payment.

Payment will include my owning of the Copyright to all of the works in the project.
I will credit the artist in as many areas as I can (where appropriate) such as: at board game conventions, in posts, forums, advertising material and internet discussions etc)
The artist may keep the original work and may use it for their own personal use (portfolio etc) without my consent.
The artist may reproduce, exhibit or use the works (including commercial) but only with my express consent.

If for any reason the artist breaches any of the terms and conditions in this contract, then I reserve the right to decline any payments, pending or otherwise. I will expressly inform the artist that our collaboration is at an end and thus will not expect them to produce any more work for me. I will still retain the copyright for any work/s submitted up to this point as compensation, in addition to any external legal action I may wish to take.

--------------------------------------
[End of Text]


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Scott
New Zealand
Auckland
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You do not want to specify JPG as a required or even permitted format. JPG is okay for finished photographs and some computer displays. It is not great for other forms of art.

There are printers, as in actual devices, not people who print, that will interpret JPG in such a way that it expects certain properties and will then mangle the output, such as my excellently rendered, hand tinted map that come out with a couple of vaguely recognised shades over mostly greyscale. Also colour matching JPG is not fun. You need proper image formats. If your artist can't supply proper digital formats chances are they aren't a good digital artist. And there's no transparency. You wnat a lossless format so you don't get generation degradation if you need to change something.

Contracts, when vague or open to interpretation, are generally interpreted in the manner that favours the party which did not draw it up.

High resolution is vague. You need to specify a number. 300 DPI is a good minimum. 200 DPI often looks quite alright for many things.

A4 might be too small. What if the image is on an A4 sheet but only the top corner?

Larry Elmore, bless him, didn't like his works being destroyed by TSR, the method for copying the art for reproduction also destroyed it, so he stopped using canvas and started using masonite. TSR had to use a different method, they weren't impressed, but Elmore got his originals back which is what he wanted.

"I reserve the right to decline any individual piece/work that does not live up to my expectations without payment."

The wording is unclear. Right now it says you have expectations without payment. You need to use commas and clauses, "...to decline any piece... , and to withhold payment for any piece so declined."

It's also probably going to prove unenforceable were you to take it to court. It allows you to be entirely arbitrary which is quite unreasonable and as such is frowned upon by courts.

Be careful about limiting yourself to x number of amendments.

I want this pink.
It comes back blue.
I said pink.
It comes back green.

Is that one ammendment or two or will it take three? What if:

I want this pink. Change nothing else.
It comes back pink, so does something else.
Make that the colour it was before.
Everything pink is now back to how it was before.

How many ammendments is that to get only one thing pink?

I'd advise caution against upfront payments. Certainly, I wouldn't be giving weekly payments to an artist for hire unless I had a good relationship established. Starving artists paint faster so they can eat you know.

If you hire for a fantasy themed artwork, and you get a fantasy themed artwork, where else is the artist going to be able to sell that fantasy artwork except to a fantasy related project? Book of up and coming fantasy artists? You might be trying to be demonstrate largesse but it doesn't seem to come to much. You might be better say they can keep it for their portfolio and you're open to them reproducing or exhibiting the artwork publicly with your permission. Since you will own the copyright, the publishers of an up and coming arists book would have to deal with you directly to secure rights.

I like that you want a clear understandable contract, but there is a reason fine tooth combs were invented, not just so you and I could look dapper. This as it stands needs work and you might want to seek the advice of your solicitor on preparing a contract that is fair and enforceable.
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Ivan Potter-Smith
United States
North Carolina
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Thank you for sharing this contract and seeking advice. As an artist, here’s my two cents.

I agree with blaecblaed’s comments regarding resolution and format. I would recommend requiring at minimum 300 dpi, in PSD, PDF, PNG or TIF formats.

I disagree with the comment that “Starving artists paint faster so they can eat you know.” this is insulting and belittling, as we are indeed professionals. Artists spend years upon years training for what is a highly skilled, and often undervalued profession. What we do is work, just like anyone else. Treat your artists with respect, and you’ll get consistently good work.

Moving on to the contract itself:
This contract effectively states the artist will do the work with no promise of payment, and may have to pay back anything they receive upfront. The artist takes a huge risk by signing this, while you take little to none. I trust that you wrote this with the best of intentions, but I personally would not sign this contract.

Each artist works differently, but what I have found to be fair for both the client and myself, is the following (this is not actual text from a contract, but rather the general principle):
A 50% downpayment is paid to the artist upon signature of the contract. The work shall be broken down into multiple stages for client approval. Linework, and color for example.

Upon completion and approval of the linework, another 25% is paid to the artist. The client may receive [x] revisions at no additional cost, further revisions are billed hourly.

Revisions are defined as the number of times the artist must return to the document. Each revision can be a long laundry list, or one detail. If a revision is not completed (i.e. something becomes green when you asked for pink) the artist failed to implement the revision you asked for, and must fix it without counting against the number of revisions defined in the contract. In another example, if you ask the artist to “Make the shadow a little darker” and then upon receiving the revision tell them “it’s still not dark enough”, that counts as 2 revisions. Also, you should never require revisions be returned within a certain number of hours. Days are appropriate.

Upon completion and approval of the color, the final 25% is paid to the artist, and the client may receive [x] revisions (to the color only, not the linework) at no additional cost, with further revisions billed hourly.

In terms of late fees, these are very strict. A non compounding 10% fee for each month the work is late is much more appropriate. By the same token, your contract should state that a non compounding 10% fee shall be applied for each month a payment to the artist arrives late.

Finally in terms of rights, you should own the complete rights to any work you have paid for (i.e. if you paid up to the linework stage, you own the linework only. When you pay in full, you own the color). Additionally, you should credit the artist somewhere on the packaging as well as inside in supporting documentation. The artist, who does not own the rights to the work, should be granted permission to include the work in physical and digital portfolios with proper attribution as agreed upon by both parties.

I know this is a big departure from the contract you wrote here, but I thought I would chime in since you asked for feedback. As I said above, I trust you wrote this with the intention of protecting yourself and the artist, but I do believe it needs some changes.

EDITS: Clarification and grammar.
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Tom Bowers
United Kingdom
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Thank you Scott, here’s what I have changed based on your input:

Image Stipulations, changes:
.jpg extension removed, now specifies a lossless format, colour-matched for CMYK printing of 300+ DPI.
Amended size of non-digital mediums to be a maximum of A4/A3 for scanning.

Declining individual pieces, re-written to:
“If after revisions; any individual piece/work does not match my expectations (or is otherwise not suitable for use), then I reserve the right to decline that piece/work at no additional cost to the project/agreed payment.
Another work must then be enacted by the artist until a work meeting my expectations is created.“

Amendments, re-written to:
“I will expressly state what amendments are to be performed and will endeavour to provide concise details/instructions. Amendments are to be carried out in-line with these instructions.
Should an amendment be made incorrectly (due to misinterpretation or otherwise) then this will not count toward the number of amendments requested by me, unless I expressly state that it does so.“

Copyright, re-written to:
“The artist may keep the original work and may use it for their own personal use (portfolio etc) without my consent.
The artist may reproduce, exhibit or use the works (including commercial) but only with my express consent.”

Thanks for the caution Scott. I feel that offering up-front weekly payments is a good way to begin establishing a sound relationship for the following reasons:
- Proves to the artist that I am willing and able to pay them.
- The artist is getting paid enough to encourage them to make progress. Intuitively they feel that the more progress they make = the more likely I am to continue to pay them.
– I part with a smaller % of money at the beginning (Up-front fees of 30-50% seems nominal from my research online) so if the artist turns out to be untrustworthy then I can cut my losses with less financial impact.
Overall: Small benefits to both parties initially (while trust is building) with more to gain in the long run (should that trust be maintained).
 
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Tom Bowers
United Kingdom
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Thanks for the info Ivan, hearing it from an artist’s POV is invaluable! Here are my revisions based on your comments:

Image Stipulations, changes:
Added examples of file extensions (.PSD, .PDF, .PNG. TIF)

“I personally would not sign this contract”:
This is exactly the sort of insight I was looking for thank you! My desired outcome is for artists to want to sign a contract with me, and for both parties to feel secure whilst trust is being developed.
From what I gather, there were two main points that were at fault for the ‘I’m not going to pay you’ feeling.
I have made the following changes to better convey what I intended:

“If after revisions; any individual piece/work does not match my expectations (or is otherwise not suitable for use), then I reserve the right to decline that piece/work at no additional cost to the project/agreed payment.
Another work must then be enacted by the artist until a work meeting my expectations is created.“
- The basic premise of this section is to protect myself from paying for art that is ‘not what I wanted’.
Hopefully this is better, please let me know what you think 

“If for any reason the artist is paid more than the agreed amount (minus any late penalties), without my express consent, then the artist agrees to return any money owed to me at the end of the project via PayPal or arrange other payment if necessary.“
- This section is intended to reflect a ‘standard’ clause that was in every contract I signed in my (many!) previous employments. It states that if for any reason [A] (In this case me) has paid [B] (The artist) more than the agreed amount then [B] is obliged to pay it back. – So if HMRC paid me too much tax (more than the agreed amount) I would have to pay it back. My inclusion of ‘without my express consent’ is designed so that I can offer the artist a bonus if I want. i.e. If I paid them a bonus then the artist would receive ‘more than the agreed amount’ but, because I would have given them my consent, then they would not be obligated to pay it back.

Revisions – Changes:
“I will expressly state what amendments are to be performed and will endeavour to provide concise details/instructions. Amendments are to be carried out in-line with these instructions.
Should an amendment be made incorrectly (due to misinterpretation or otherwise) then this will not count toward the number of amendments requested by me, unless I expressly state that it does so.“
- I have amended this based on both Scott’s and your own comments. The reasoning behind the ‘unless I expressly state that it does’ is so that if it was my mistake then I can mark it off as one of my revisions.

Amendments to be re-sent within [X] hours
I can see how this comes across now thanks! When I sit down with the artist to sign we will be discussing periods of 24/48/72 hours, which is how it was intended. The reasoning behind this is I don’t want to end up waiting a week for each revision, for each piece.
I can see how it could have been construed as ‘Must be sent within 0.5hrs or you’re not getting paid!’ <Whipcrack>.
Thank you for pointing this out to me 

Deadlines & Late Penalties, re-written to:
The artist will inform me in advance if they believe any Deadline will be missed and for what reason/s.
I will then decide as to whether or not any late penalties will apply (as below) and inform the artist.
In the event that any deadline is missed, I agree to pay the artist for their work, but the following late penalties may be applied (at my discretion):
1) If up to (and including) 14 days late, the artist will receive 10% less than the agreed payment.
2) If between (and including) 14-31 days late, the artist will receive 25% less than the agreed payment.
3) If between (and including) 31-62 days late, the artist will receive 50% less than the agreed payment.
4) If over 62 days late then I reserve the right to decline payment, but still retain the copyright for any work/s submitted up to this point as compensation, in addition to any external legal action I may wish to take.

‘In terms of late fees, these are very strict’:
I agree with you that they are strict, but I do not think that being strict on deadlines is a bad thing.
The artist will already have set a deadline with me at commencement of the project, and since I don’t know how long a project is going to take them to complete, the artist will pretty much have the last say in that regard (until I become more knowledgeable on time-frames).
Also the way I have written this section gives me flexibility in applying any late fees. For example, if the artist was a pleasant people to deal with, who communicated missed deadlines before they happened, and produced solid work - then I am going to be much more lenient on them and I could choose not to apply any penalties.



 
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Ivan Potter-Smith
United States
North Carolina
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Hi Tom,
I’m glad to hear you found my feedback helpful!

What you just posted is much better, although I still see a couple issues that would prevent me from signing.

Quote:
“If after revisions; any individual piece/work does not match my expectations (or is otherwise not suitable for use), then I reserve the right to decline that piece/work at no additional cost to the project/agreed payment.
Another work must then be enacted by the artist until a work meeting my expectations is created.“


This section is still problematic. Frankly, I would get rid of it entirely. I understand that you want to protect yourself from receiving work you don’t like, but that doesn’t change the fact your artist is still putting in the hours. If they are doing work, it needs to be paid for. To prevent them from doing work you don’t like, it’s important to:

a) give clear instructions from the onset

b) have defined milestones with a set numbers of revisions

This gives you the chance to make sure you’re investing in artwork that works for you, and prevents the artist from doing work that is unpaid for.
Additionally, I know it’s not your intention, but this section effectively states that you could get an infinite number of pieces out of an artist by simply saying you didn’t like any of them.

Quote:
“If for any reason the artist is paid more than the agreed amount (minus any late penalties), without my express consent, then the artist agrees to return any money owed to me at the end of the project via PayPal or arrange other payment if necessary.“

Looks good to me.

Quote:
“I will expressly state what amendments are to be performed and will endeavour to provide concise details/instructions. Amendments are to be carried out in-line with these instructions.
Should an amendment be made incorrectly (due to misinterpretation or otherwise) then this will not count toward the number of amendments requested by me, unless I expressly state that it does so.“


This works much better, and your clarification regarding the number of hours required for amendments now makes sense.

Quote:
“The artist will inform me in advance if they believe any Deadline will be missed and for what reason/s.
I will then decide as to whether or not any late penalties will apply (as below) and inform the artist.
In the event that any deadline is missed, I agree to pay the artist for their work, but the following late penalties may be applied (at my discretion):
1) If up to (and including) 14 days late, the artist will receive 10% less than the agreed payment.
2) If between (and including) 14-31 days late, the artist will receive 25% less than the agreed payment.
3) If between (and including) 31-62 days late, the artist will receive 50% less than the agreed payment.
4) If over 62 days late then I reserve the right to decline payment, but still retain the copyright for any work/s submitted up to this point as compensation, in addition to any external legal action I may wish to take.”


I agree deadlines are important, but I’ve run into too many instances of working with clients who ask me to “hurry up and wait” that this raises a red flag. Let's take a worst case scenario as an example: your artist emails you a milestone a week before the due date, and you respond 6 days later asking them to effectively redo the entire piece (this literally happened to me early in my career). Even with a 72 hour revision turnaround, the artist is now 2 days late and can technically lose 10% of their payment. I know that you worded this such that you can choose not to deduct their pay, but having clear protections in place is never a bad idea. This is language I would include to prevent such a situation from occurring: "Revisions must be returned within [x] days, and the deadline for said work is extended by [x] days."

Overall this is looking much better! Thank you again for responding to my feedback on this one.
 
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