This suggestion attempts to address SOME of the issues that your hypothetical presents - I have no way of knowing the full issues that your particular situation encompasses.
The suggestion is written expressly to cover your side of things - a court of law may count this against you as it appears to cover your legal concens at the expense of his, it doens't show equal bargaining power, and frankly he'd have to be a fool to sign this (so much is it in your favor). Again this presents many more problems that you have acklowledged or appear to be aware of. I'm not trying to be condecending - I'm just trying to tell you there ARE some problems here.
The following is merely a suggestion and may not be legal or legally enforceable at all, in part, or in your
jurisdiction. Further, this suggestion may not fulfill the requirements of your situation and may not be
complete for your situation. It is strongly advised that anyone considering a transaction as
complicated as a copyright or trademark transfer consult a legal professional in their jurisdiction....
blah, blah, blah....
Logo Design Contract
This contract is made and entered into as of (date) by and solely between (You) and (Artist). (You)
and (Artist) are referred to collectively as the "Parties" and individually as a "Party."
The purpose of this Agreement is to effect a full and complete assignment of all intellectual property
rights of the logo depicted on Addendum "A" (herein referred to as the "logo"), as is legally
permissible from (Artist) to (You).
Now, therefore, in consideration of the foregoing, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Section 1 Assignment of Intellectual Property Rights
1.1 (Artist) Assignment. (Artist) hereby assigns all intellectual property legal rights, title and interest
in the logo to (You). Such assignment includes, by way of illustration and not limitation, all
copyright, derivative, and/or trademark rights that now exist or come to exist in the future. This
includes, again by way of illustration and not of limitation all rights, license by implication, estoppel,
or otherwise in or under any trademark, copyright, or proprietary right of (Artist) or of any third
1.2 Use. This agreement is with the understanding that (You) may develop, license, publish,
broadcast or otherwise display publicly the logo and any derivatives thereof. Further consideration,
beyond this Agreement is hereby, explicitly foregone. This agreement is regardless of any future
value as may accrue to the logo and is with the express understanding than any future value is due to
the sole efforts of (You). By assigning these rights here (Artist) has irrevocably foregone any further
claims of ownership to the logo, to the extent allowed by law.
Section 2 Consideration / Fees
2.1 Fee. For the above terms, (You) agree to pay (Artist) ($Amount). Both parties hereandnow
acknowledge that this is in full and complete consideration of this contract and that no further
payments or consideration is involved, offered, or expected.
Section 3 Representations.
3.1 Originality. (Artist) hereby represents that he is the sole author and artist of this logo, that this
concept is original and compromises no part, either in full or in part, of any other copyrighted,
trademarked, or proprietary logo, mark, or trade dressing. (Artist) hereby warrants that (Artist) has
performed a trademark and copyright search and hereby warrants and guarantees that this logo is an
original work of authorship.
3.2 Warranty/Guarantee. (Artist) hereby warrants and guarantees that should any future claim to
ownership, origination or authorship occur, now or in the future (Artist) will be solely responsible for
all and any legal costs incurred in defending such a suit or infringement action.
Section 4 General Section.
4.1 Limitation of Liability. IN NO EVENT SHALL (YOU) BE LIABLE TO ANY OTHER
PARTY FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY
OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE,
LOSS OF PROFITS, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT,
TORY (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING
OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM OF AUTHORSHIP,
ORIGINATION, OR OWNERSHIP OF THIS LOGO.
4.2 Indemnification. (Artist) will defend, indemnify, and hold harmless (You) and any affiliates,
employees, directors, and representatives against any claim or action brought by a third party, to the
extent relating to the ownership, licensing, origination or authorship of this logo. (Artist) will pay any
award against (You) or my affiliates, employees, directors, or representatives and any costs and
attorneys' fees reasonably incurred by (You) resulting from any such claim or action.
4.3 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF (YOUR STATE) WITHOUT
REGARD TO ITS CONFLICT OF LAW RULES. (ARTIST) HEREBY IRREVOCABLY AND
UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY STATE
OR FEDERAL COURT SITTING IN (YOUR CITY) OVER ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first
Both of you sign.
Attach Addendum "A" labeled so, with a copy of the logo
If this is "informal" (your def.) and really "not that difficult" then you DONT need a contract. And, if there are ever any problems then trust me you will have wished that you got an attorney. $100 spent now may prevent $100,000 (or more) spent later.
To anyone and everyone, please ask questions about the issues here! I'll do my best to explain what I know in the hopes of helping. But please, if I say "there's a problem here," TRUST ME there's a problem here.
Hope I helped padders - please let me know what happens.