Agency Agreement

This agreement is entered into by ______________________, the Artist (hereafter “Artist”) on the one hand, and Stock Visuals, Inc. (hereafter “SVI”) on the other. It relates to the terms of Stock Visuals’ agency on behalf of the Artist, to market electronic artwork (hereafter “artwork”) for which the Artist owns sole copyright.

The parties agree as follows:

1.0 AGENCY

1.1
Artist appoints SVI its non-exclusive agent to advertise and sell designated artwork as royalty-free to customers, and grants SVI permission to display artwork in any format for that purpose for the period of three (3) years.

1.2
This agreement goes into effect when SVI acknowledges its acceptance by executing this agreement.

1.3
SVI is authorized to enter into transactions for the sale of artwork on behalf of the Artist and may describe itself as an authorized agent for the Artist.

1.4
SVI shall have sole discretion in selecting the electronic medium and format for advertising and/or displaying artwork, as well as in selecting the particular artwork for display and the period of time for which they are displayed.

1.5
SVI shall have no responsibility for obtaining or maintaining any intellectual property protections for the artwork.

1.6
Artist agrees that all artwork will be sold for unlimited royalty-free usage to customers.

1.7
Artist will have unlimited ability to supplement artwork represented by SVI, subject to final content approval by SVI.

1.8
SVI reserves the right to accept or reject for inclusion any artwork for any reason.

2.0 PRODUCT PRICING, PAYMENTS AND NOTIFICATION

2.1
SVI will offer artwork for sale at a suggested retail price. SVI shall have sole discretion to set pricing, offer discounts to customers, or combine artwork among different Artists as part of a collection.

2.2
SVI is entitled to a commission of 50% of the final sale price of the artwork.

2.3
SVI is solely responsible for product delivery to customers and insurance costs all as apply.

2.4
Artist is entitled to 50% of the sale price. In consideration for SVI’s commission, no fees, costs, assessments nor charges will be paid by the Artist.

2.5
Artist will have the option to be notified via email upon completion of a sale of his or her artwork. Artist will also have access to his or her historical sales information via SVI’s website for their personal records. Historical Sales Information will be password protected on the website to allow access to authorized persons only.

2.6
Artists will be paid each Friday for sales during the time period of midnight the previous Thursday through midnight the preceding Thursday.

2.7
Artists will be compensated as a contract vendor, and will need to have a current W-9 form (or other applicable tax form) on file in SVI’s offices prior to initial payment.

3.0 INFORMATIONAL AND ADVERTISING MATERIALS

3.1
Artist will provide informational and advertising materials regarding artwork to SVI for display for distribution purposes at SVI’s sole discretion.

3.2
Materials detailed in 3.1 include but are not limited to photographs, descriptions of artwork, biographies, reproductions of artwork.

3.3
Artist will submit to SVI reproducible artwork and/or electronic files of artwork in the format of SVI’s choosing upon artwork’s acceptance by SVI.

4.0 ASSIGNMENT

4.1
SVI shall not assign the benefit of this Agreement or subcontract its obligations hereunder without the written consent of the Artist, which consent may not be reasonably withheld.

5.0 TERMINATION

5.1
The agency created by this Agreement shall continue until terminated by either party upon the written notice to the other, thirty days before the desired termination date.

5.2
Thirty days after receipt of written notice SVI will remove all artwork from display on the Internet and all art reproductions and corresponding information.

5.3
All pending transactions will be completed in accordance with the terms of this Agreement.

5.4
SVI reserves the right to terminate this Agreement for any reason during the three (3) year period described in 3.3 above.

6.0 MISCELLANEOUS PROVISIONS

6.1
The capitalized headings in this Agreement are for ease of reference only and do not form part of the Agreement, nor affect its interpretation.

6.2
If any provision or part of a provision, in this Agreement is deemed void for any reason, it shall be severed from the Agreement without affecting the validity of the balance.

6.3
This Agreement contains the entire understanding of the Parties. There are no representations, warranties, conditions, terms or collateral contracts between them except as contained herein.

6.4
Nothing in this Agreement is intended to create a partnership between any of the Parties.

6.5
Time is of the essence in this Agreement.

6.6
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which, together, shall be deemed to constitute a single document.
IN WITNESS WHEREOF, the Parties have executed this Agreement in Sudbury, Massachusetts, to be effective as of this ___________ day of __________, 2005.

ARTIST
Signature _____________________________________
Name ________________________________________
Address ______________________________________