Artist Agreement

This Agreement is entered on , between Offbeat Mixed Media, hereinafter referred to as "Company", located at P.O. Box 9152, Red Bluff, CA 96080, and , hereinafter referred to as "Artist", located at , , .

Whereas, it is hereby by represented that Artist has created all submitted images or objects as the Artist’s own original work of art or craft and it is not made from copyrighted material or patterns.

Whereas, Company wishes to use the submitted work in the creation of tee shirts and other apparel, art, stickers, mugs, magnets and other merchandise, any of which may be offered for sale by Company;

Whereas, Company and Artist want to achieve the best possible quality reproductions of all images, in order to successfully promote sales of said images;

Now therefore, be it resolved that the promises set forth herein, and for valuable consideration thereof, both parties hereby agree to the following:

1. Definitions. For the purposes of this Agreement, the following terms shall have the meanings set forth in this Section 1.

a) “Agreement” means the entire content of this document, together with any accompanying appendices, duplicates, copies, exhibits, schedules or attachments hereto.

b) “Designs” means any and all materials, artwork, sketches, visual designs, visual elements, graphic designs, illustrations, photography, writings, musical compositions, lyrics, concepts and any other creative content provided and/or developed by Artist for use by Company as part of the Products.

c) “Intellectual Property” means any and all patents, copyrights, trade secrets, trademarks and service marks, including the registration of, applications to apply for, and priority rights based on, the foregoing, owned or controlled by Artist at the time of the Effective Date related to the Designs that are necessary or useful for the development, manufacture, use or commercialization of the Products.

d) “Products” means any and all works, goods, services, recordings, productions, renditions, representations or other work products developed or commissioned by Company under this Agreement, and potentially incorporating and/or utilizing Designs and/or Intellectual Property.

2. Artist represents and warrants: That Artist is fully authorized and empowered to enter into this Agreement, and that his or her performance of the obligations under this Agreement will not violate any agreement between Artist and any other person, firm or organization, nor any law or governmental regulation.

3. Artist represents and warrants: That all images, objects or recordings submitted to Company represent Artist’s own original work of art or craft, and are not the property of others; That the Designs and Intellectual Property, and any other materials and content produced in connection with same, do not infringe on or violate the legal rights of any third-party.

4. Artist represents and warrants that he or she is more than eighteen (18) years of age and not otherwise incapacitated at the time of this Agreement.

5. Artist represents and warrants that Artist has complied with all applicable laws in the manufacture, and/or obtaining of, the Designs and Intellectual Property.

6. Beginning on the Effective Date, and remaining in effect for the Term of this Agreement, Artist hereby grants to Company, a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use the Designs and the Intellectual Property provided by Artist as it sees fit, including, but not limited to making, having made, using, importing, exporting, offering for sale and selling Products.

7. Company is hereby granted the right to use the submitted Intellectual Property and Designs, in the production and sales of various products, in the publication and sales of online, digital or printed literary materials, and in the production and sales of musical or video materials.

8. Nothing in this Agreement shall be construed (expressly or by implication) as granting or conveying to Company, or as otherwise creating, any licenses or other rights or interests in, or to, any Designs or Intellectual Property owned or controlled by Artist, other than the specific licenses to the Intellectual Property and Designs that are expressly granted under this Agreement.

9. Artist shall retain sole and exclusive ownership of all rights, title and interest to Designs and Intellectual Property, subject to the licenses granted to Company under this Agreement. Company shall identify Artist as the creator of every Product included under this Agreement, on company website and all affiliated sites used for joint marketing purposes. Artist shall also retain all rights to Designs or Intellectual Property that are not expressly granted to Company and shall have the right to grant further licenses to third parties with respect to such retained rights.

10. The term of this contract is for one year, commencing upon both parties signing this contract. This contract will automatically renew each year, unless otherwise specified in writing by either party, prior to the lapse / renewal date.

11. Artist shall indemnify and hold Company harmless from and against any loss, expense or damage occasioned by any claim, demand, suit or recovery against Company, arising out of any alleged use of Intellectual Property, Designs or Products which violates or breaches a third party's property rights.

12. Artist will receive proceeds of 70% per sale, after expenses. Expenses include but are not limited to, third party service fees, shipping fees and handling costs.

13. Associative Design Services.

a. Simple Formatting: Artist provides print ready material (300 dpi PNG formatted files), which is processed as products (14 possible current items) through Offbeat Mixed Media sites and other venues, including mock-ups, descriptions, and other value-added content. (2 hours x $30/hr. = $60)

b. Extended Formatting: Artist provides not yet print ready material that needs file reformatting, scanning, retooling, and/or troubleshooting. ($30/hr. w/ 1 hour minimum)

c. Design: Artist provides concept to rough artwork that requires graphic design to be completed. ($30/hr. for estimated 2-5 hours per design).

14. Artist’s share of sale proceeds covered under this Agreement shall be due and payable by Company within 45 days of initial receipt of each customer purchase.

15. Artist shall receive no compensation for the sale of Products incorporating and/or utilizing the Designs and/or the Intellectual Property of other artists, or of Company.

16. Artists may purchase their products from offbeatmixedmedia.com at cost plus 30% mark-up.

17. Company will sell the licensed products globally; however, Company will not be Artist's personal agent or promoter, excepting in cases of Brand Agreements.

18. Neither party shall assign rights or obligations under this agreement.

19. Nothing herein shall be construed to create a joint venture between the parties, nor shall any similar relationship be deemed to exist between them.

20. Company and Artist understand and agree that in connection with the negotiation and performance of this Agreement, each party may have had or have access to or may have been or be exposed to, directly or indirectly, private or confidential information of the other party, including, but not limited to, trade secrets and any other information that the receiving party reasonably should know is confidential (“Confidential Information”). Each party (on its behalf and on behalf of its subcontractors, employees or representatives, or agents of any kind) agrees to hold and treat all Confidential Information of the other party in confidence and will protect the Confidential Information with the same degree of care as each party uses to protect its own Confidential Information of like nature. Notwithstanding anything contained herein to the contrary, Confidential Information does not include any information that (i) at the time of the disclosure or thereafter is lawfully obtained from publicly available sources generally known by the public (other than as a result of a disclosure by the receiving party or its representatives); (ii) is available to the receiving party on a non-confidential basis from a source that is not and was not bound by a confidentiality agreement with respect to the Confidential Information; or (iii) has been independently acquired or developed by the receiving party without violating its obligations under this Agreement or under any federal or state law. This Section shall supersede any previous agreement relating to confidential treatment and/or non-disclosure of Confidential Information; provided, however, that any information disclosed pursuant to that earlier agreement shall be deemed to be Confidential Information and protected under the terms of this Agreement as if this Agreement had been in place at the time of such disclosures. The Confidential Information will not, without the prior written consent of the other party, be disclosed to any third party, except that the receiving party may disclose the Confidential Information or portions thereof to (a) its directors, officers, employees, agents and representatives on a need-to-know basis, or (b) as may be required by law, applicable regulation or judicial process, provided, however, that if the receiving party is required to disclose such Confidential Information under this Section, the receiving party shall promptly notify the disclosing party of such pending disclosure and consult with the disclosing party prior to such disclosure as to the advisability of seeking a protective order or other means of preserving the confidentiality of the Confidential Information. Neither party shall use any Confidential Information received from the other party except as may be necessary in its performance under this Agreement. The parties acknowledge that unauthorized use by a party of the other party’s Confidential Information will diminish the value of such information and that breach of this obligation may cause irreparable harm and entitle the non-breaching party to seek injunctive relief to protect its interest herein, in addition to any other monetary or other remedies it may be entitled to hereunder.

21. This agreement shall be construed in accordance with the laws of the State of California, the laws of the United States of America, and with any relevant International Laws.

22. Company may terminate this Agreement for any reason upon five (5) business days written notice to Artist. Either party may terminate this Agreement for cause immediately upon properly served written or electronic notice to the breaching party.

23. Except with respect to the parties’ indemnification obligations, neither party shall be liable to the other for any special, indirect, incidental, punitive or consequential damages arising from or related to the Agreement, including bodily injury, death, loss of revenue, or profits or other benefits, and claims by any third party, even if the parties have been advised of the possibility of such damages. The forgoing limitation applies to all causes of action in the aggregate, including without limitation to breach of contract, breach of warranty, negligence, strict liability and other torts.
24. The warranties contained herein are the only warranties made by the parties hereunder. Each party makes no other warranty, whether express or implied, and expressly excludes and disclaims al other warranties and representations of any kind, including any warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Company does not provide any warranty that operation of any services hereunder will be uninterrupted or error-free.

25. Artist agrees to indemnify, hold harmless, and defend Company, its officers, directors, successor, assigns, agents and employees, from any and all claims, demands, suits, actions, proceedings, costs, damages, expenses (including reasonable attorneys’ fees and costs), and/or losses of any kind arising out of or resulting from any claims that (a) Artist breached any representations and warranties made in this Agreement, (b) Artist breached or allegedly breached its confidentiality obligations hereunder, and (c) claims relating to Artist’s Intellectual Property, Designs, or any other materials provided by or made available by Artist. Artist’s obligations are conditioned upon Company: (i) giving Artist written notice of any claim, action, suit and proceeding for which Company is seeking indemnity; (ii) granting control of the defense and settlement to Artist; and (iii) providing, at Artist’s expense, reasonable assistance in the defense or settlement thereof. In any event, Company shall have the right to participate, at its own expense, in the defense or settlement of any claim, action, suit and proceeding that is the subject of an indemnification obligation. If any settlement results in any ongoing liability to, or prejudices or detrimentally impacts Company, and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Company’s written consent, which consent shall not be unreasonably withheld.

26. This Agreement may be amended only by written agreement duly executed by an authorized representative of both parties.

27. If any provision or provisions of this Agreement shall be held unenforceable for any reason, then such provision shall be modified to reflect the parties’ intention. All remaining provisions of this Agreement shall remain in full force and effect for the duration of this Agreement.

28. No modifications to this Agreement shall be binding upon Company without the express written consent of Company.
29. This Agreement shall not be assigned by either party without the express consent of the other party.

30. This Agreement, and any accompanying appendices, duplicates, or copies, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all prior negotiations, agreements, representations, and understandings of any kind, whether written or oral, between the Parties, preceding the date of this Agreement.

31. This agreement constitutes the entire agreement between the parties hereto and shall not be modified, amended or changed in any way except upon a written amendment to Agreement, signed by both parties.

IN WITNESS WHEREOF, the Parties, intending to be legally bound, have each executed this agreement as of the Effective Date.