1. Delivery and Acceptance

Artist shall deliver the Work by the date set forth in the Basic Provisions.  Prompt and timely delivery shall be the essence of this Agreement and failure by Artist to deliver the Work on the specified dates unless the delay of delivery does not exceed fifteen (15) days and is caused solely by Artist’s illness or other involuntary physical disability or is postponed by mutual written agreement of the parties shall entitle Steel Yard to cancel this Agreement without any further liability hereunder on the part of Steel Yard.  The Work shall be in the form and content acceptable to Steel Yard.  Artist agrees to promptly make any requested changes to the Work as requested by Steel Yard and to deliver the Work as reworked within a reasonable time thereafter in order to complete the project on schedule.  In the event that the Work is not accepted, Steel Yard shall not be required to make any payments to Artist hereunder.  In the event of Artist’s death or incapacity prior to delivery and acceptance of the Work, Steel Yard may obtain the assistance of another Artist to complete the Work, the cost of which shall be deducted from any compensation due to Artist hereunder.  

2. Termination:

This Agreement may be terminated by Steel Yard without cause upon seven (7) days written notice.  If the Agreement is terminated by Steel Yard without cause prior to completion of the Work, Steel Yard shall pay Artist for all services rendered and reasonable costs incurred.

3. Use of Work

Steel Yard shall have the right to edit, revise and adapt the Work, including alteration or completion by another, at Steel Yard’s discretion, in order to prepare the same for use, publication, or for any other purpose.  Any and all decisions regarding the use and/or publication of the Work shall reside solely with Steel Yard or at its discretion.  Steel Yard shall be under no obligation to Artist to use and/or publish the Work.

4. Exclusivity and Assignment of Contracts

Steel Yard has entered into this Agreement in reliance on the value to Steel Yard of the personal services of Artist, which services are of a special and extraordinary character.  It is therefore the intention of the parties and the essence of the relationship between them that Artist may not assign or otherwise transfer to any other party any obligation contained therein herein except as expressly agreed to in writing by Steel Yard.  In the event of such agreement by Steel Yard, all subcontracts/employee agreements, which shall be in writing, shall provide that said subcontractors/employees are subject to all terms and conditions as set forth in this Agreement.  All work performed by a subcontractor shall be deemed work performed by Artist.  This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns, except as otherwise provided herein.

5. Ownership of the Work

Artist and Steel Yard hereby expressly agree that sole and exclusive ownership of all rights including copyright in and to the Work and any part thereof at all stages of completion and in any and all media throughout the world shall be owned by Steel Yard without limitation as to time, territory or use, for the full term of the copyright, as a work made for hire.  In the event that the Work is not a work made for hire, Artist expressly transfers and assigns to Steel Yard all rights in the Work in any form or manner, in any state of production or completion, including all derivative rights thereto and any copyright, together with the right to secure registrations, renewals, and extensions of such copyright throughout the world in perpetuity.  Artist agrees to execute any and all documents and instruments that may be necessary or proper to confirm Steel Yard’s ownership of the Work and copyright.  Additionally, Artist shall require Artist’s approved employees and subcontractors developing or producing work product or Work under this contract or pursuant to any approved subcontract to execute an Agreement of the same form as the subject Agreement prior to the commencement of work, which Agreement shall be promptly mailed to Steel Yard. The foregoing provisions of this clause regarding exclusive ownership by Steel Yard shall not apply to any subject matter included in the Work for which the copyright is owned by a 3rd party.  No such subject matter shall be included in the Work, whether or not supplied to Artist by Steel Yard, without Steel Yard’s prior explicit written approval of such inclusion.  In the event of such approval, Artist shall obtain and provide to Steel Yard all rights, releases, licenses, and permits or other authorization, as Steel Yard may require including the right to sub-license, all the foregoing in writing, to enable Steel Yard to use such subject matter and copyright in any form or manner throughout the world in perpetuity.

6. Warranties

Artist shall produce for Steel Yard the best Work Artist is capable of.  Artist warrants and represents that Artist is free to enter into this Agreement, that the Work is original with the Artist and will not infringe any copyright or violate any right of any person or party or be libelous or otherwise unlawful in any respect, and that the Work, or works similar hereto of Artist or prepared by Artist on another’s behalf, have not been heretofore published in any form.  Artist warrants and represents that Artist has no present contractual obligation to another to produce similar works.  Said warranties and representations of Artist shall extend to any Work developed or prepared pursuant to this Agreement for Artist by Artist’s employees or subcontractors, in particular, Artist warrants that said Work shall be free and clear from any encumbrances and shall not infringe any rights of any other party.  Artist shall indemnify and hold Steel Yard harmless from any claim, suit, action, damage, loss, or expense, including attorney fees, arising out of any allegation which if true would constitute a breach of Artist’s warranties and representations.  These warranties and indemnities of Artist shall survive termination of this Agreement.

7. Compensation

Upon condition that Artist shall fully perform, except as otherwise provided, Steel Yard agrees to pay Artist the amount set forth in the Basic Provisions.  

8. Relationship of Parties

  In developing, preparing, and delivering the Work, Artist is acting as an independent contractor and not as an agent or employee of Steel Yard.  Artist acknowledges and agrees that this Agreement does not create an employment agreement with or other obligation on the part of Steel Yard to retain Artist’s services as an employee.  Nothing contained in this Agreement shall be construed to place the parties in a relationship of partners or joint ventures.  

9. Use of The Artist’s Name and Likeness

  From time to time, where feasible and within Steel Yard’s sole discretion, Steel Yard may identify and/or publish or authorize others to identify and/or publish the name, tradename, likeness or biographical material, subject to the approval of said biographical material by the Artist, (which approval shall not be unreasonably withheld) of the Artist in connection with the sale or advertisement of the Work or of the Steel Yard’s activities.  The Artist hereby warrants that the Artist has the exclusive right to the use and exploitation of the Artist’s name, tradename, likeness, and biographical materials and the right to grant such use to Steel Yard and hereby authorizes said use by Steel Yard, its agents, and licensees, worldwide.  

10. Confidentiality

The Artist agrees not to disclose the terms of this Agreement without the prior written consent of Steel Yard.

11. Competing Uses

The Artist shall not, without the written consent of Steel Yard, use, license, sell, publish or authorize the publication of any Work that is substantially similar to the Work or, in Steel Yard’s sole judgment, compete with or tends to lessen the sale of any product of Steel Yard embodying the Work; notwithstanding the foregoing, the Artist shall retain the right to use images of the work for self-promotional purposes to credit the images as the Artist desires. 

12. Notices

All notices or other written documents required or permitted by the Agreement shall be in writing and shall be sent to the parties at the addresses so noted in the Agreement or to such other addresses either party may specify in writing.  

13. Amendments, Waivers, Entire Agreement

This Agreement, including the Basic Provisions and the Standard Terms and Conditions, expresses all the rights, duties, and obligations between the parties and supersedes all previous negotiations, agreements, and commitments with respect to the subject matter hereof.  This Agreement may not be modified or amended except in writing signed by both parties. No course of dealing between Steel Yard and the Artist and no delay or failure of a party in exercising any rights hereunder shall operate as a waiver of that party’s rights.  

14. Governing Law

The Agreement shall be governed by and construed in accordance with the laws of the State of Rhode Island.