Quick intro
I looked at your comments and the contract text. Below I explain each issue in plain language, give the reason why it matters, and then offer suggested contract wording you can copy/paste. At the end I add a short checklist of next steps.
1) "Section 1.4" vs the copyright clause
What you wrote:
"As the Artwork is created solely for the use of the COMPANY, by performing this service contract, all proprietary copyrights (hereinafter the Copyrights) to Artwork shall be transferred to the COMPANY in accordance with Section 2.4 of this Agreement, upon full payment of all due remuneration,"
Plain explanation (12-year-old style): This says who owns the art. It means the artist made the art just for the company, and the company will get the legal ownership (copyright) when the company finishes paying. You also noticed a possible typo in the section number (Section 2.4 vs 1.4). Make sure the section reference matches your agreement structure.
Why it matters: If the wording is unclear, either side might claim different rights (for example, the artist might say they still own the copyright until later). It’s better to say clearly whether the work is a "work made for hire" or whether the artist will "assign" the copyright when paid.
Suggested clear wording (pick one):
<Option A: Assignment upon full payment> "All copyrights and other intellectual property rights in the Artwork created under this Agreement shall be assigned by the CONTRACTOR to the COMPANY upon receipt by the CONTRACTOR of full payment of all amounts due under this Agreement. The CONTRACTOR agrees, at the COMPANY's expense, to execute any documents and take any actions reasonably requested by the COMPANY to confirm or record such assignment."
<Option B: Work made for hire (use only if legally appropriate)> "To the extent permitted by law, the parties agree the Artwork is a ‘work made for hire’ for the COMPANY. If any portion of the Artwork is not recognized as a work made for hire, the CONTRACTOR hereby irrevocably assigns and transfers to the COMPANY all right, title, and interest in and to such Artwork upon full payment."
Note: Check which option fits your situation (most contractor situations use Option A). Also correct the section reference to whichever number is correct (1.4 or 2.4).
2) Invoice date vs Acceptance date for payment timing
What you wrote:
"Usually there's little difference in dates between the day we accept the artwork and the day we are sent the invoice... acceptance is the prerequisite of the payment."
Plain explanation: You want payment to happen after the company accepts the work. But invoices sometimes get sent the same day. To be safe, make the contract say payment is due after invoice or after acceptance — whichever comes later — or explicitly say "within X days of acceptance" so there is no confusion.
Suggested clear wording:
"Payment is due by bank transfer to the CONTRACTOR’s account within thirty (30) calendar days from the date of invoice or within thirty (30) calendar days from the date the Acceptance Certificate is signed by both parties, whichever is later. The Acceptance Certificate signed by the COMPANY and the CONTRACTOR shall constitute the basis for payment."
This makes sure the COMPANY won't have to pay until they have accepted the work, but it also prevents the CONTRACTOR from calling for payment earlier than acceptance if an invoice is issued before acceptance is signed.
3) Acceptance deadline (10 days) — you want more time
What you wrote:
"If the COMPANY fails to sign or provide written objections to the Acceptance Certificate within ten (10) calendar days of delivery, the deliverables shall be deemed accepted."
Plain explanation: This says that if the company doesn't respond in 10 calendar days, the work is automatically accepted. You want more leeway because the boss may be away. That’s reasonable — many contracts use "business days" or a longer calendar time.
Two safe alternatives:
<Option: 10 business days> "If the COMPANY fails to sign or provide written objections to the Acceptance Certificate within ten (10) business days of delivery, the deliverables shall be deemed accepted."
<Option: 15 calendar days (simple)> "If the COMPANY fails to sign or provide written objections to the Acceptance Certificate within fifteen (15) calendar days of delivery, the deliverables shall be deemed accepted."
Which to choose: If your boss often travels, "10 business days" is better than "10 calendar days" because it gives longer real time. If you want more cushion, use 15 calendar days.
4) Late fees (5% per month or $50/month) — reasonableness and legality
What you wrote:
"Any late payment will incur a late fee of 5% of the outstanding balance per month, or $50/month, whichever is greater, continuing until paid in full."
Plain explanation: 5% per month is a very high rate (about 60% a year) and some places may limit how much interest you can charge. It’s better to use a lower monthly rate or tie the rate to the legal maximum (statutory interest). Also very high fees can be frowned on or unenforceable.
Suggested safer wording:
"Any overdue amount shall bear interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, whichever is lower. In addition, a fixed late fee of $50.00 may be charged for each month that payment remains overdue. Interest and late fees shall continue to accrue until payment in full is received."
This gives a reasonable interest rate and a small fixed fee. If you prefer to keep the 5% clause, I recommend asking local counsel about enforceability first.
5) Arbitration seat / neutral country
What you wrote:
"Our legal team isn't ready with the choice of a neutral country for arbitration..."
Plain explanation: The arbitration seat decides which country’s arbitration rules and courts will support the arbitration process. If you don’t want to pick one now, you can leave a process to pick it later (but this can create a delay if a dispute occurs).
Suggested interim wording (choose one):
<Option A: Choose now (example neutral seat)> "Any dispute arising under this Agreement shall be finally resolved by arbitration in [Geneva, Switzerland] in accordance with the rules of [ICC/LCIA/other] then in effect."
<Option B: Decide later with fallback> "Any dispute arising under this Agreement shall be finally resolved by arbitration under the rules agreed by the parties. If the parties have not agreed on the rules, institution or seat within sixty (60) days after notice of arbitration, the seat shall be [Company’s country]."
Option B lets you postpone the decision but gives a fallback so you won’t be stuck if you can’t agree later.
6) Deposit and scheduling note
What you wrote:
"Thank you for detailing the logic behind the deposit... a project may turn up no sooner than late October–November."
Plain explanation: Deposits secure the artist’s time. It’s useful to spell out how long a deposit holds a slot and whether it’s refundable if the project is delayed or cancelled.
Suggested deposit clause:
"A deposit of [30%] of the total fee is required to reserve the CONTRACTOR’s availability for the project. The deposit is due within five (5) business days of invoice for the deposit. The deposit will be retained and applied to final payment. If the COMPANY cancels the project more than thirty (30) days before the scheduled start date, the deposit shall be refunded less any reasonable costs incurred by the CONTRACTOR. If the COMPANY cancels within thirty (30) days of the scheduled start date, the deposit is non-refundable, except as otherwise agreed in writing."
Also add a scheduling sentence such as: "If the project start is delayed by the COMPANY beyond [date], the CONTRACTOR may adjust the schedule or fees with reasonable notice."
Short checklist of next steps (practical)
- Fix the section reference (1.4 vs 2.4) in the copyright clause.
- Decide whether to use assignment-on-payment (Option A) or work-made-for-hire (Option B) and use the suggested wording.
- Change the payment timing clause to "30 days from invoice or from Acceptance Certificate, whichever is later."
- Change the acceptance deadline to "10 business days" or "15 calendar days" depending on how much time you want.
- Soften the late fee to a reasonable rate (e.g., 1.5%/month) and consider a legal cap. Have local counsel check the amount.
- Either select an arbitration seat now or use the "decide later with fallback" clause.
- Agree deposit amount, refund rules, and how long a slot is held (e.g., deposit holds a slot until late Oct/Nov).
- Share the suggested wording with your legal team and the contractor for final review.
If you want, I can:
- Redline the exact contract language you have (paste the full clauses) and show precise edits; or
- Draft a one-page summary of the payment schedule and acceptance process for your boss to sign quickly.
Would you like me to redline the exact text you have now? If so, paste the relevant clauses and I'll edit them directly.