Purchase Order No.:

Purchase Order Date:

Job No.:

Delivery Date:


Fed. ID No./Soc. Sec. No.:






[Agency name] ("we" or "us"), acting as agent

for the above-named CLIENT





[Agency name and address]


  1. All artwork, drawings, sketches, writings, photographs, ideas, concepts, audio-visual materials, and other property created or supplied hereunder, including without limitation all materials incorporated therein and all preliminary or other copies thereof, (collectively, the "Materials") shall become and remain the property of Client and, unless otherwise specifically set forth herein, shall be considered specially ordered for Client as a "work made for hire," or, if for any reason held not to be a "work made for hire," Seller assigns all right, title, and interest in the Materials to Client. Client shall own all right, title, and interest in the Materials, including without limitation all versions of all negatives, plates, dyes, molds, prints, paintings, artwork, sketches, etchings, drawings, mechanicals, or any other work or material or property produced, developed, or fabricated for use in performance of this agreement, and Seller agrees to execute any documents necessary to perfect the transfer of such right, title, and interest.
  2. Client's rights in the Materials shall include without limitation: (a) the unrestricted and exclusive reproduction rights throughout the world, without name credit, for advertising, trade, or art purposes or any other lawful purpose; (b) the exclusive right throughout the world to protect the Materials by copyright(s), patent(s), or trademark(s) in Client's name and for its benefit, including without limitation the right to secure extensions and renewals of such copyright(s), patent(s), or trademark (s) in Client's name and for its benefit; (c) the right to alter, retouch, or crop the Materials in any way; (d) the right to license, distribute, assign, or transfer any right, title, interest, or copyright in the Materials or otherwise dispose of the Materials or any portion thereof for any purpose and in any manner; and (e) all subsidiary rights.
  3. The Materials shall be to our satisfaction and are subject to our approval. Seller bears all risks of loss or damage to the Materials until we have accepted delivery of the Materials. We shall be entitled to return, at Seller's expense, any Materials which we deem to be unsatisfactory. It is agreed that the time of completion and the delivery of the Materials is of the essence and that we may, at our election, cancel this order if it or any part thereof is not fulfilled within the time specified or, if no time is specified, within a reasonable time. We may otherwise cancel this order at any time prior to acceptance and approval of any Materials, upon written notice to Seller. In the event we cancel this order for any reason other than on account of Seller's breach, Client shall be liable to pay Seller, in lieu of the price specified on the reverse side of this order, only the verified direct costs incurred by Seller in the performance of its obligations prior to such cancellation, provided, however, that the total amount of such costs shall not exceed the price specified on the reverse side of this order.
  4. On or before completion of Seller's services hereunder, Seller must furnish us with valid and adequate releases necessary for the unrestricted use of the Materials for advertising or trade purposes, including without limitation model and property releases relating to the Materials and releases from any persons whose names, voices, or likenesses are incorporated or used in the Materials.
  5. If the front of this Order provides for a limited usage term, then Client shall not authorize the use of the Materials in any media after the expiration of such term, provided, however, that any Materials placed during such term which may remain on display or in circulation following the expiration of such term (including, without limitation, on any website or social media platform) shall not give rise to a claim against Client.
  6. Seller acknowledges and agrees that the details of this transaction and all information supplied by Client or us for Seller's performance hereunder are proprietary and shall be kept in strict confidence. This order or any sums payable hereunder may not be assigned by Seller without the prior written consent of Client.
  7. Seller hereby represents and warrants that: (a) all applicable laws, rules, and regulations have been complied with; (b) Seller is free and has the full right to enter into this agreement and perform all of its obligations hereunder; (c) the Materials may be used or reproduced for advertising or trade purposes without violating any laws, rules, or regulations or the rights of any third parties; and (d) no third party has any rights in, to, arising out of, or in connection with the Materials, including without limitation any claims for fees, royalties, or other payments.
  8. Seller agrees to indemnify and hold harmless Client and us and those acting for or on Client's or our behalf from and against any and all losses, claims, damages, expenses, or liabilities of any kind, including without limitation reasonable settlement costs, court costs, and reasonable attorneys' fees, resulting from or in any way, directly or indirectly, connected with: (a) the performance or non-performance of this order by Seller; (b) the use or reproduction in any manner, whatsoever, for any purpose, including without limitation for advertising or trade purposes, of the Materials or any part thereof; or (c) any breach or alleged breach of any of Seller's agreements, representations, or warranties herein.
  9. Invoices for Seller's services must be rendered in triplicate within thirty (30) days after acceptance of such services. Payments shall be made by Client at such time as Client is in receipt of satisfactory Materials, releases, and invoices, as herein above described. As we are entering into this order as agent for Client, Client shall be solely liable for any payments due under this order. Payment for any Materials shall not constitute acceptance. Materials shall be subject to inspection and approval and shall be returned at Seller's expense if not satisfactory. All applicable taxes including without limitation sales taxes, if any, should be computed and added to Seller's invoice covering the Materials. All charges shown on Seller's invoice must be included in making such computation.
  10. Seller acknowledges that we are entering into this order as agent for a disclosed principal, and not as a principal. This order shall be construed pursuant to the laws of the State of New York applicable to contracts made and performed entirely therein. Any controversies or disputes arising out of or relating to this order shall be resolved exclusively in either the state or federal courts located in New York County, New York, and Seller hereby consents to the personal jurisdiction of such courts over itself. The terms and conditions set forth herein constitute the entire agreement between the parties with respect to the Materials, and no waiver, modification, or addition to this agreement shall be valid unless in writing and signed by the parties hereto. Seller's signature on the front of this order will indicate Seller's agreement to all of the above terms and conditions.