The AMA Terms and Conditions Glossary is meant to provide clarity of terms that are commonly seen within project contracts, MSAs, and scope of work documents. Terms and conditions found here also correspond directly to the AMA universal bid form cover sheet.

Defined Terms:

  • Agency – an advertising or creative Agency contracting on behalf of their Client

  • Artist – Artist (photographer, director, illustrator, animator, etc.) providing the artistic services.

  • Artist Fee - total of artist day rate (tech scout, prelight, travel, shoot, etc.) or per image rate + photography usage, if applicable.

  • Client – an advertiser or brand contracting directly or via an Agency

  • Costs - everything excluding Fees (production expenses + insurance)

  • Deliverables – a full library (all assets) or a finite number of selected assets to be delivered to the Agency or Client at a particular point in time.

  • Estimate – artist representative and/or producer’s formal bid reflecting all Fees and Costs, Shoot details and Deliverables associated with a project.

  • Fees  - total Artist Fee and Production Fee

  • Force Majeure – a postponement or cancellation of the Shoot due to circumstances outside of Representative, Artist, Producer, Agency or Client’s control. A Covid-19 (pandemic) related delay is considered Force Majeure, if it cannot be remedied on or before arrival to the scheduled Shoot.

  • Producer – The entity that is responsible for overseeing and providing production services including employing the crew, contracting any vendors, providing insurance for the project, securing third party releases, etc.

  • Production Fee  - markup on live action or non-moving image production 

  • Representative – Artist’s representative, responsible for negotiating and packaging the deal on the Artist’s behalf.

  • Reshoot - A reshoot of the shoot due to technical defect or other non-weather related reason.

  • Services – artistic medium being provided (e.g., photography, non-moving image, live action motion, illustration, animation, etc.)

  • Shoot - the project for which Artist has been hired to execute a visual.

  • Weather Delay – a postponement or cancellation of the Shoot due to inclement weather.


1. Parties; Defined Terms.

This provision establishes the relationship between the contracting parties, for example, the artist Representative on behalf of the Artist, and the Agency on behalf of their Client. The obligations to perform should remain with the Artist (e.g., Artist, not Representative, will be providing Services such as photography, directing, illustration, animation, etc.). The Representative is responsible for negotiating and packaging the deal on the Artist’s behalf. At minimum, there needs to be alignment on everyone’s roles and obligations under the contract.

Representative may need to enter into a separate agreement with a third party Producer, if not providing the producing services directly.

See the AMA’s Artist Representative and Third Party Producer Agreement.

2. Services, Payment.

Artist and Producer agree to provide particular Services as outlined in the Estimate (e.g. photography, direction, illustration, animation, etc., for the Artist; and production services for the Producer), and Agency or Client agree to pay for those Services. A payment schedule (advance, second and third payments, as applicable), type of bid (Firm, Cost-Plus-Fixed-Fee, or Cost-Plus), and late fees should be established in the Estimate and/or its cover page.

3. Advances.

An upfront payment to cover Costs and in some cases a portion of Fees. 

4.    Overages/Changes.

After an Estimate has been accepted and the project has been awarded, there may be requests for changes in scope which may incur additional costs. A change order should be approved and signed by the parties before additional funds are spent by Producer, Artist or Representative.

5. Grant of Rights in Deliverables.

This provision sets out which rights are being transferred from the Artist to the Client or Agency in exchange for the payment of Fees and reimbursement of Costs. See the AMA’s Usage Glossary for a list of sample rights.

6. Client Approval.

Client and Agency are responsible for having an authorized representative on set or virtually available for all Shoot dates to approve the Deliverables. All complaints or concerns should be raised with Company as they arise during the Shoot, as they often cannot be addressed or remediated once the Shoot has completed. If no representative is present, or if no complaints/concerns are raised on set, the Deliverables will be deemed accepted for all purposes except untimely delivery or technical defect, or to the extent the parties have negotiated post-production services as specified in the Estimate.

7. Delivery.

A schedule for delivery of content created must be agreed upon and met.  Details for delivery should be included in the PO.

8. Reshoots.

There are various reasons for a reshoot.  If a reshoot is necessitated by a technical defect, the Artist and Producer are obligated to remedy the situation which may include a reshoot.  In this instance the Client is responsible for all Costs in connection with the reshoot, but no additional Fees will be charged. If a reshoot happens for any other reason, the Client is responsible for 100% of total Fees and Costs associated with the reshoot.

9. Postponements and Cancelations.

The Client or Agency may postpone or cancel a shoot for any reason. This provision sets out the terms under which the Client or Agency will be responsible for Costs and Fees in the event of a cancelation or postponement.  Frequently, the timing of the postponement or cancellation in relation to the shoot schedule will dictate the percentage of the fees due.  In all circumstances the Agency or Client should be responsible for the Costs.

10.  Weather Delays.

As is the case with Postponement and Cancellations, this provision establishes the extent to which Client or Agency will be responsible for Costs and Fees in the event of a Weather Delay .  

11.   Force Majeure.

Force Majeure is a contract provision that relieves the parties from performing their contractual obligations when certain circumstances beyond their control arise, making performance inadvisable, commercially impracticable, illegal, or impossible.  Such inability to perform, or cancellation or postponement, is not considered a breach.  

12. Crew and Talent Payments; Releases.

The agreement should identify the party responsible for crew and talent payments, e.g. Producer, Agency or Client, specify wages and usage, and the party responsible for securing releases. 

13.  Confidentiality.

All non-public information including bid details, creative, personnel, rates, vendors and any other production related details are considered confidential. This limits the Agency’s ability to share information with other Clients. It may also limit the Representative, Producer, and Talent from using or disclosing information belonging to Client or Agency.

14.  Representations and Warranties. A statement of truth about the services or materials the parties agree to provide. Frequently, Client and Agency will expect representations and warranties from Artist and Producer as to the quality and originality of the Deliverables and that there are no liens or encumbrances on the use of the Deliverables. Representative and Producer should seek representations and warranties with respect to any products, materials, or creative elements provided by Client or Agency. 

15.  Indemnification.

“To indemnify” means to compensate someone for his/her harm or loss. In most contracts, an indemnification clause serves to compensate a party for harm or loss arising in connection with the other party’s actions or failure to act. The intent is to shift liability away from one party, and on to the indemnifying party. It is also known as a “hold harmless” clause, because one party will hold harmless the other for certain events. The events usually stem from something under control of the indemnifying party’s (again, the party who is doing the compensating, or the paying party).  

Including a mutual indemnification means that each party indemnifies the other as to the risks identified in the provision.  For example, if the Agency or Client handles the talent payment it is important that Artist and Producer be indemnified as they no longer have control over how and when the talent are paid.

16.  Limitation of Liability.

A limitation of liability clause is a provision in a contract that limits the amount of exposure a company faces in the event a lawsuit is filed or another claim is made. Artist, Representative and/or Producer’s liability should not extend to media buys, advertiser’s loss of profits, or other losses beyond Client’s direct damages.  

17.  Insurance. 

Identifies the party who is providing insurance for the shoot, whether it’s the Artist, Producer, Agency or Client.  When an Agency or Client provides the insurance (frequently under a  “wrap up” policy), Artist, Producer, and Representative should each be named as a “named” insured. 

During the bidding process, Agency or Client should specify what insurance terms and limits they require, to assure the coverage being provided is sufficient.

18.  Publicity. 

This provision governs if and how Artist, Producer, or Representative may use the Deliverables for promotional purposes. Client or Agency may want to restrict use of the Deliverables until after the date of first publication and often only with written approval.  In addition, written permission must be received from the Client or Agency in order to use their name and/or logo in your promotions. Any other arrangement made regarding self-promotional usage should be addressed in the PO.  

19. Audit Rights.

The Client and/or Agency reserve the right to review Representative’s or Producer’s accounting records for Cost Plus and Cost Plus Fixed Fee jobs for up to one year from the date of the invoice, at no cost to you. Firm bid jobs should not be subject to audit. 

20.  Relationship of the Parties. 

Artist, Representative, and Producer are not employees of the Client or Agency, nor is the arrangement any sort of joint venture or partnership. Instead Artist, Representative and Producer are independent contractors.  

21. Choice of Law / Venue / Attorneys’ Fees and Costs. 

This provision identifies which state laws will govern the interpretation and enforcement of the parties’ agreement and the venue in which the parties agree to litigate disputes. This provision also will control whether the prevailing party in any legal action arising out of the agreement may recover outside attorney’s fees, court costs and other litigation expenses from the non-prevailing party. 

22.  Entire Agreement. 

This provision states that the document embodies the parties’ entire agreement and supersedes any prior agreements, proposals, promises, or understanding.