February 2010

1. The copyright of artwork commissioned by a Client shall remain the property of Studio9KC, until payment for the artwork has been made by the Client to Studio9KC. (See payment terms below) If payment is not in accordance with the terms below, Studio9KC shall contact the Client to inform the Client that the licence hereby granted with the artwork is withdrawn until such times that Studio9KC has received payment in full of all monies due. Reproduction or publication rights granted shall be withdrawn until all sums due under this agreement have been paid.

2. Once payment for the artwork has been made by the Client to Studio9KC, copyright becomes the property of the Client and Studio9KC shall not use the complete artwork in it's entirety for any purpose other than self promotion. Some artwork may contain generic illustrated objects drawn from the Studio9KC library such as nuts, bolts, washers and Studio9KC reserves the right to use such objects in subsequent artwork for any Client of Studio9KC.

3. The client shall pay all invoices within 30 days of receipt. Interest at current Barclays rate per month is payable on any balance unpaid after 30 days of the date of invoice.

4. If a commission is cancelled by the Client, the Client shall pay a cancellation fee as follows:

(i) 25% of the agreed fee if the commission is cancelled before delivery of roughs*;

(ii) 33% of the agreed fee if the commission is cancelled at the rough stage:

(iii) 100% of the agreed fee if the commission is cancelled on the delivery of artwork;

(iv) pro rata if the commission is cancelled at an intermediate stage.

In the event of cancellation, ownership of all rights granted under this Agreement shall revert to Studio9KC unless the artwork is based on the Client's visual or otherwise agreed.

* The term 'Roughs' refers to any preliminary sketches or draft artwork presented to the Client after the artwork has been commisioned.

5. Studio9KC shall make every effort to deliver the artwork to the Client or the Clients appointed third party by the agreed date and shall notify the Client of any anticipated delay at the first opportunity. In the event of Studio9KC failing to meet the agreed delivery date the Client (unless the delay is the fault of the Client) reserves the right to cancel the commission without payment.

6. Studio9KC SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL LOSS OR DAMAGES ARISING FROM LATE DELIVERY OF THE ARTWORK.

7. The Client shall make an immediate objection upon delivery if the artwork is not in accordance with the brief. If such objection is not received by Studio9KC within 14 days of delivery of artwork it shall be conclusively presumed that the artwork is acceptable.

8. Should the artwork fail to satisfy, the Client may reject the artwork upon payment of a rejection fee as follows:

(i) 25% of the agreed fee if the artwork is rejected at the rough stage:

(ii) 50% of the agreed fee if the artwork is rejected on delivery.

9. In the event of rejection, ownership of all rights granted under this Agreement shall revert to Studio9KC unless the artwork is based on the Client's visual or otherwise agreed.

10. If the Client changes the brief and requires subsequent changes, additions or variations, Studio9KC may require additional consideration for such work. Studio9KC may refuse to carry out changes, additions or variations which substantially change the nature of the commission. Any changes, additions or variations to the original brief that are accepted by Studio9KC will result in additional charges which shall be agreed by the Client prior to commencement of the changes, additions or variations.

11. The Client warrants that any necessary permissions have been obtained for the agreed use of reference material or visuals supplied by the Client or its customer and shall indemnify Studio9KC against any and all claims and expenses including reasonable legal fees arising from Studio9KC's use of any materials provided by the Client or its customer.

12. These terms and conditions are governed by the law of England and Wales and may not be varied except by agreement in writing. The parties hereto submit to the non-exclusive jurisdiction of the English Courts.