Branding Licensing Contract Companion

Hey there! I know reading contracts can be a long and tedious, and sometimes confusing, process, so I’ve made up a guideline for you to use as a quick reference. This guideline is meant to outline and give a general description of the terms in the Short Term Licensing Agreement in plain language. It’s not meant to replace any reading and understanding of the contract in full and is meant as a complementary companion to the actual contract for your convenience. You are still required to read and understand the contract in full before signing.

Please note that if you commission work for the purpose of licensing it, you will be required to sign both a Contract to Commission Commercial Artwork and a Short Term Licensing Agreement for Branding which will be used in conjunction with one another.

Here’s a less formal breakdown of what each section details, broken down by section title.

Licensing Time Frame

This part sets up the dates you can use my work for. It lets you know that you can’t continue to use my work past the end date listed in the contract, which will be one year after we sign this agreement.

Right to Refusal

This section says that I reserve the right to refuse to work with anyone who wants things that violate my Commission Guidelines. I won’t accept a commission for something like drawing swastikas in a positive/supporting way or a child in a sexualized manner; this section basically says, hey, if you try to get me to revise your piece to include something that violates my guidelines, I have the right to tell you no, and if you continue to insist on it anyway, I have the right to cancel your commission without any refund to you. So basically, don’t be an oppressive dick, right? :] [smiley]

Breach of Agreement

This is where I let you know exactly what constitutes as a breach of agreement. I let you know that if you do break the terms in our contract, I will hold you financially accountable with a steep fine. It also lets you know that I have restrictions on certain types of deals, products, agreements, etc. you can do while using my work so as to stay aligned with my brand’s and my values, ethics, and reputation. For example, I don’t want you using my work to create something for Autism Speaks because they as an organization cause autistic people like me a lot of harm. So obviously I don’t want my work used to benefit them. This section also lets you know that if you don’t submit payment in full and on time, you will immediately have your rights to license my work revoked and will be fined each day that you continue to use my work past that point.

Ownership

This part lets you know that I still own all the rights to the piece I license to you. This means that you can never sell, distribute (share), or make copies of my work without my clear, written permission beforehand. This includes things like e-mailing any files I give you to someone who wants to use my work for any personal or commercial purpose, sharing with clients of yours, sharing with designers, using my work in any way not listed in the contract, and so on. This is to protect my work and is non-negotiable.

This part also tells you that since I keep all rights to the work I make, I am able to use your work for things like my portfolio, art contests, educational purposes, etc. I will always be sure to remove any trade-sensitive marks from the piece before doing so, though, unless you give me written permission to include it.

Use of Work

This is the part where I detail how, where, and when you’re able to use my work. These are the details you and I will cover in our discussion beforehand. This is also where I let you know that you can’t do anything to change my work without my permission, that you can’t sell or license my work out, you can’t hide my or erase my signature, that you must credit me as the artist and how to do so, that I have the right to license my work out to others while you do so, and that you must meet specific requirements if you have any leftover inventory at the end of our agreement. This is to prevent folks from waiting until the end of the agreement approaches and buying a lot of merchandise to use without paying me for since it’s outside of the dates of the agreement.

Confidentiality and Collaboration

This part is for if you use my work to do business with another designer. This part makes you responsible for preventing theft, damage, etc. of my work by the designers you choose to work with. Many artists and designers like to put their past custom work into their portfolios, which I agree with and encourage! The only thing is that I need to be sure that you make it clear to those designers that they only have the rights to the work they do– not to my own. So they can’t reproduce or distribute my work unless they get permission from me directly. And this section requires you to have those designers sign their agreement to that section (not the rest of the contract) so that it’s very clear to everyone involved. If you fail to do this, you will be held responsible for the damages. If the designer decides to sign it and break the contract later anyway, the designer will be held responsible.

Fee

This part lets you know the price of the license for the year. This also tells you that you need to keep accurate records reflecting your use of my work. You’ll need to let me know about any purchases you make with my images along with how many times you distribute that work with my image each month. This is for accountability and to prevent any excessive, disallowed use of my work.

Payment

This part tells you to again be aware that you have to pay the full amount before I begin work and that the payment is nonrefundable. It tells you that you must sign the contract completely and submit it to me before you pay, as well. I do this to avoid any communication errors and liability issues, so be sure NOT to send ANY payment until I confirm I have received your signed contract. You can submit that contract to me by mailing it to me, giving me a PDF of it, or even just meeting up with me if you live near Brooklyn, NY– we can just arrange a place to meet and do the exchange.

If you choose to mail or e-mail the signed contract to me, you’ll have ten business days to submit your payment to me. If I don’t receive the payment and have it cleared by the tenth business day, I’ll presume you have cancelled the contract without notifying me, and you’ll be responsible for a $75 cancellation fee which you must pay within five business days (which is fifteen business days after you gave me your contract).

This section also says, hey, if we agree to work together, but you don’t pay up and we get a cancellation by lack of payment, then I don’t wanna go through all that headache again with you later, so I can refuse to do a future work with you based on the fact that you never paid on the first commission you wanted from me.

Disputes

This part says that if we ever go to court to settle a dispute, it will take place at a court in Manhattan or Brooklyn in New York State here in the US.

Successors

This part lets you know that if your company ever has a change of leadership and you are no longer authorized to uphold this agreement, then whoever inherits your position will be held accountable to the agreement until it expires or if the new person lets me know with a 30 day heads up in writing that they’re canceling the agreement.

Notice

This part just says I’m allowed to sign my work and put it where I feel is appropriate. Don’t worry, I won’t be obnoxious about it.

Age of Majority Notice

This part lets you know that if you’re under the legal age of majority where you live, I can’t do business with you and that you can’t sign this agreement or any other with me. It also reminds parents and legal guardians of their responsibilities if they choose to sign this for their underage child.

Expiration

This part basically says once our terms are all met, we have no further obligation to one another in the future.

Future Responsibility

This part says hey, make sure you take care of your piece/file because I’m not responsible for what happens to it after you receive it and that you are responsible for returning all my materials to me in the same condition you received it in. Please take care of my work since you’re technically borrowing it!

Cancellation

This part just reiterates that I reserve the right to cancel our licensing agreement anytime if you violate the terms of the contract and that you can’t hold me responsible if I cancel based on your actions/breach. It also reminds you that you are going to be held to the Leftover Inventory section if that happens.

Severance

This part says that if anything in the contract is found to be illegal or improper, it won’t nullify the rest of the contract.

Final Agreement

This is the end! Hooray! This part says you agree to everything in the contract and that I agree to everything in the contract and that everything will be set in motion as soon as I receive this signed contract. It also reminds you that if you don’t sign and initial everywhere, the contract is void and unenforceable until you sign and initialize everything, so be sure to double check every page and section! And be sure to keep a copy of this contract with you for the future. As we discussed above, the commission is binding for our natural lives, so you’ll wanna hold on to this!

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