A Look At Music Contracts
It has been said that a verbal contract isn’t worth the paper it’s written on. And for many bands, singers, DJs, producers and many others whose work is in a creative field, it’s often easier to just have that verbal agreement than to worry about the financial aspects of their art. Too many times, however, the lack of a written contract has cost artists money, ownership of their work and, in some cases, even their careers. Music contracts are too important to overlook just because it seems easier to trust that those working around you will always do what they say they’re going to do.
And the world of music contracts (and any legal contract) is a convoluted one, filled with dense legalese that often can be hard to wade through by anyone without a law degree. But these contracts are ones that you will have to not only read, but also understand as you enter into partnerships and working relationships with others to help your career grow. Often, you will find you need a lawyer to look over the contracts to ensure that you understand exactly what you are signing, and that the contract will be a benefit to your art. When your career reaches a point that you need to employ an entertainment lawyer, you will even need a contract for your lawyer’s services. Though the amount of contracts is seemingly endless, once you begin to recognize your needs, you realize just how helpful these contracts will be in the future success of your career.
In the following section, I’ll lay out some typical cases in which you need certain types of contracts. This is by no means a comprehensive list, and it will vary from artist to artist, but it will give you an idea of what contracts you’ll need and when in your career that you will need them.
Band Partnership Agreements
If you’re in a band, this should be one of your starting points as you begin to look at making a career of music. Your best buddies may be in the band with you, but even the best of friends find ways to fight over money and song rights.
Managers can play many different roles depending on artist type and success level, but as soon as your career succeeds to a level that you need someone on the outside to look after the affairs of your career, it’s time to find an manager and ensure, with a Manager Contract, that everyone agrees to work for fair terms.
Record Label Contracts
Oh, the dream…that elusive record deal. You’ve been starry-eyed over this one since you first strummed a guitar (or sang into a mic, or sat behind a piano, etc.). But these can be some of the most dangerous and career killing pieces of paper out there. Record companies, no matter how dedicated to their artists, exist to make money, and tales of artists’ careers dying at the hands of a record label are all to common. On the other hand, a good contract is still the dream, and record contacts make dreams come true, as long as you understand what’s in it for you.
These contracts are important whether your songs are being recorded by someone else or if it’s your own band performing the songs. From the outset, a contract should specifically state who wrote what percentage of each song; this will help prevent fights and lawsuits when the money starts coming in later.
Again, this is by no means all the contracts that should be looked at, nor is it all the contracts available on this site. But it should start you thinking about which contracts you will need as your career progresses, and how to ensure you get a good deal on each one you sign.
Band Partnership Agreement (Abbreviated)
This Band Partnership Agreement “Agreement” is made this [insert date], by and between [insert all band member names] collectively referred to as “Band,” individually referred to as “Partners”).
1. Partnership Name. The Partners shall establish themselves as a general partnership (the “Band Partnership”) known as ___________________________.
2. Band Name. The Band Partnership will do business under the name _______________ (the “Band Name”). The Band Name belongs to the partnership, and Partners shall not be permitted to use the name independently without the written consent of the Band Partnership.
3. Indemnification. Each Partner indemnifies the other Partners from all claims, demands, and actions from any breach of this agreement.
4. Warranties. Each Band Partner warrants that each Band Partner is free to enter into this Agreement and under no restriction that will interfere with this Agreement.
5. Profits and Losses. Unless agreed upon otherwise in writing by the Partners, the Partners will share equally in all payments that are paid to the Band Partnership or to any Partner as a result of Band Partnership activities, after deducting Band Partnership expenses.
6. Unanimous Consent. (List issues that require unanimous consent)
7. Majority Voting. Any matters that require a majority vote shall be listed here and a 2/3 affirmative vote will be required to adopt any Partnership decision.
8. Mediation; Arbitration. If a disagreement arises under this Agreement, the Partners agree to first try to resolve the dispute with the help of a mutually agreed upon mediator. Any costs and fees other than attorney fees will be shared equally by the Partners. If it proves impossible to arrive at a equally acceptable resolution, the Band Partners agree to submit the dispute to binding arbitration in the same city or region, conducted on a confidential basis under the Commercial Arbitration Rules of the American Arbitration Association.
_____________________________________ ____ ________________________________
Band Member Signature/Date Band Member Signature/Date
Band Member Signature/Date Band Member Signature/Date
CD Artwork Agreement
This Artwork Agreement “Agreement” is made this [insert date] between _________, having its principal place of business at ________________ (“Band”) and ________________ _______, having its principal place of business at ____________________________ (“Artist”).
1. CREATION. The Band hereby employs Artist to create Artwork for the cover, cd booklet, inserts, and any additional artwork for the album currently titled ____________. The artwork will be completed on the following date: ____________
2. COMPENSATION. The Band agrees to pay the Artist $_ ___ per hour OR a flat fee of $__ __ for the entire Artwork project. Band has paid the sum of $__ __ as an initial deposit to the Artist. The remainder of the balance shall be paid when the Artwork is completed.
3. EXPENSES. Band agrees to reimburse Artist for all reasonable production expenses including but not limited to halftones, stats, photography, disks, or illustrations. These expenses will be itemized on invoices, and in no event will any expense exceed $50 without approval from the Band.
4. RIGHTS. Artist assigns all copyright of Artwork to the Band and agrees to cooperate in the preparation of any documents necessary to demonstrate this assignment of rights. Artist retains the right to display the work as part of Artist’s portfolio and to reproduce the Art in connection with the promotion of Artist’s services.
5. ROYALTIES: In addition to any other payments provided under this Artist is entitled to _ ____ % on net profits from sale of merchandise.
6. CREDIT. Credit for Artist will be included on reproductions of the Art as: ______________________________________________________________________
7. WARRANTIES. Artist warrants that Artist has the power and authority to enter into this Agreement. The Artwork will not infringe any intellectual property rights or violate any laws. If necessary the Artist has or will obtain all necessary rights or licenses associated with any artwork, photos, or illustrations incorporated into the Artwork.
8. INDEMNIFICATION. Artist indemnifies Band and will defend Band from any claims and damage arising out of any breach of this Agreement or of claims arising out of copyright infringement.
9. GOVERNING LAW: This AGREEMENT shall be governed and construed in accordance with the laws of the State of _____________ and by the laws of the United States, excluding their conflicts of law principles.
Signature below will constitute this as a binding agreement.
Band Partnership Name: ____________________________________
Band Partner Name and Title: ________________________________
Band Partner Signature: ______________________________________
Artist Name: ______________________________________________
Artist Signature: ___________________________________________
Notice of Intention to Obtain Compulsory License for Making and Distributing Sound Recordings
To ___________________________________, the copyright owner of ____________________, written by _____________________________.
Pursuant to the compulsory license provisions of the U.S. Copyright Act (17 U.S.C. 1115), we apply for a license to make and distribute sound recordings of _____________________ and provide the following information:
Legal name of entity seeking the compulsory license: _________________
Fictitious or assumed names used for making and distributing sound recordings: ____________________________________________________________
Names of individuals who own a beneficial interest of 25% or more in the entity: __________________________________________________________
If a corporation, names of the officers and directors:
Configuration(s) to be made under the compulsory license: ___________________________________
Catalog number(s): __________________________________________
Label name(s): _____________________________________________
Principal recording artists: ____________________________________
Anticipated date of initial release: _____________________________
We agree to pay the copyright owner royalties at the statutory rate provided by the Copyright Act.
Name and Title: ___________________________________________
This Agreement for Employment (hereinafter referred to as “AGREEMENT”) is between ______________, having its principal place of business at____________________ (hereinafter referred to as the “COMPANY”) and ____________, located at____________________ (hereinafter referred to as the “EMPLOYEE”).
The COMPANY employs the EMPLOYEE on following terms and conditions:
The EMPLOYEE is employed in capacity of __________________. EMPLOYEE hereby accepts such employment in accordance with the terms of this AGREEMENT and of employment applicable to regular employees of COMPANY. Election or appointment of EMPLOYEE to another office or position, regardless of whether such office or position is inferior to EMPLOYEE’S initial office or position, shall not be a breach of this AGREEMENT.
2. Duties of Employee
The following duties and responsibilities shall be competently performed by the EMPLOYEE:
In addition to the duties stated above, the EMPLOYEE shall perform all such duties typical of the office held by EMPLOYEE as described in the bylaws of COMPANY and such other duties and projects as may be assigned by a superior officer or the board of directors of COMPANY.
3. General Obligations During Employment
a) During your normal working hours and at such other times as reasonably be required of you, you shall devote the whole of your time, attention, skill and abilities to the performance of your duties under this Contract and shall act in the best interests of the COMPANY. You shall not undertake any work or employment, other than for the COMPANY, during your hours of work.
b) Outside your normal hours of work, you shall not be entitled to be employed by, work for and/or be engaged by other parties and/or carry out any other sporting, physically recreational and/or associated activities of a paid or unpaid nature, unless you obtain prior written consent from the COMPANY.
4. Protection of Confidential Information :
EMPLOYEE agrees, during or after the term of this employment, not to reveal confidential information which includes information relating to COMPANY’S business, or trade secrets to any person, firm, corporation, or entity. Should EMPLOYEE reveal or threaten to reveal this information, the COMPANY shall be entitled to an injunction restraining the EMPLOYEE from disclosing same, or from rendering any services to any entity to whom said information has been or is threatened to be disclosed, the right to secure an injunction is not exclusive, and the COMPANY may pursue any other remedies it has against the EMPLOYEE for a breach or threatened breach of this condition, including the recovery of damages from the EMPLOYEE.
During the term of this AGREEMENT, EMPLOYEE will be compensated as follows:
a) A base salary of _____________ ($________) per year, payable in installments according to COMPANY’S regular payroll schedule. The base salary shall be adjusted at the end of each year of employment at the discretion of the board of directors.
b) During the term of this AGREEMENT, an incentive salary equal to ____________________________________ of the adjusted net profits of COMPANY, beginning with year end 20___ and each fiscal year thereafter. “Adjusted net profit” shall be the net profit of COMPANY before federal and state income taxes, determined in accordance with generally accepted accounting practices by COMPANY’S independent accounting firm and adjusted to exclude: (i) any incentive salary payments paid pursuant to this AGREEMENT; (ii) any contributions to pension and/or profit sharing plans; (iii) any extraordinary gains or losses (including, but not limited to, gains or losses on disposition of assets); (iv) any refund or deficiency of federal and state income taxes paid in a prior year; and (v) any provision for federal or state income taxes made in prior years which is subsequently determined to be unnecessary. The determination of the adjusted net profits made by the independent accounting firm employed by COMPANY shall be final and binding upon EMPLOYEE and COMPANY. The incentive salary payment shall be made within thirty (30) days after COMPANY’S independent accounting firm has concluded its audit. If the final audit is not prepared within ninety (90) days after the end of the fiscal year, then COMPANY shall make a preliminary payment equal to fifty percent (50%) of the amount due based on the adjusted net profits preliminarily determined by the independent accounting firm (subject to payment of the balance, if any, promptly following completion of the audit by COMPANY’S independent accounting firm). The maximum incentive salary payable for any one year shall not exceed __________________of the then applicable base salary of EMPLOYEE.
a) Holidays. EMPLOYEE will be entitled to at least ______ paid holidays each calendar year and _____ personal days. COMPANY will notify EMPLOYEE on or about the beginning of each calendar year regarding the holiday schedule for the coming year. Personal holidays, if any, will be scheduled in advance, subject to requirements of COMPANY. Such holidays must be taken during the calendar year and cannot be carried forward into the next year. EMPLOYEE is not entitled to any personal holidays during the first six months of employment.
b) Vacation. Following the first six months of employment, EMPLOYEE shall be entitled to _____ paid vacation days each year.
c) Sick Leave. EMPLOYEE shall be entitled to sick leave and emergency leave according to the regular policies and procedures of COMPANY. Additional sick leave or emergency leave over and above paid leave provided by COMPANY, if any, shall be unpaid and shall be granted at the discretion of the board of directors.
d) Medical and Group Life Insurance. During this AGREEMENT, COMPANY agrees to include the EMPLOYEE in the group medical and hospital plan of COMPANY and to provide group life insurance for the EMPLOYEE at no charge to the EMPLOYEE in the amount of _________________________. EMPLOYEE shall be responsible for payment of any federal or state income tax imposed on these benefits.
e) Pension and Profit Sharing Plans. EMPLOYEE shall be entitled to participate in any pension or profit sharing plan or other type of plan adopted by COMPANY for the benefit of its officers and/or regular employees.
f) Automobile. COMPANY will provide to EMPLOYEE the use of an automobile of EMPLOYEE’S choice at a gross purchase price not to exceed $___________________. COMPANY agrees to replace the automobile with a new one at EMPLOYEE’S request no more than once every two years. COMPANY will pay all automobile operating expenses incurred by EMPLOYEE in the performance of an EMPLOYEE’S company duties. COMPANY will procure and maintain in force an automobile liability policy for the automobile with coverage, including EMPLOYEE, in the minimum amount of $1,000,000 combined single limit on bodily injury and property damage.
g) Expense Reimbursement. EMPLOYEE shall be entitled to reimbursement for all reasonable expenses, including travel and entertainment, incurred by EMPLOYEE in the performance of EMPLOYEE’S duties. EMPLOYEE will maintain records and written receipts as required by COMPANY policy and reasonably requested by the board of directors to substantiate such expenses.
7. Term and Termination.
a) The Initial Term of this AGREEMENT shall commence on ______________,
20__, and it shall continue in effect for a period of __________ year(s). The AGREEMENT shall then be renewed upon the mutual agreement of EMPLOYEE and COMPANY. This AGREEMENT and EMPLOYEE’S employment may be terminated at COMPANY’S discretion during the Initial Term, provided that COMPANY shall pay to EMPLOYEE an amount equal to payment at EMPLOYEE’S base salary rate for the remaining period of Initial Term, plus an amount equal to ___________________ of EMPLOYEE’S base salary. In the event of such termination, EMPLOYEE shall not be entitled to any incentive salary payment or any other compensation then in effect, prorated or otherwise.
b) This AGREEMENT and EMPLOYEE’S employment may be terminated by COMPANY at its discretion at any time after the Initial Term, provided that EMPLOYEE is paid _____________________ of EMPLOYEE’S then applicable base salary. In the event of such a discretionary termination, EMPLOYEE shall not be entitled to receive any incentive salary payment or any other compensation then in effect, prorated or otherwise.
c) This AGREEMENT may be terminated by EMPLOYEE at EMPLOYEE’S discretion by providing at least thirty (30) days prior written notice to COMPANY. In the event of termination by EMPLOYEE, COMPANY may immediately relieve EMPLOYEE of all duties and immediately terminate this AGREEMENT, provided that COMPANY shall pay EMPLOYEE at the then applicable base salary rate to the termination date included in EMPLOYEE’S original termination notice.
d) In the event that EMPLOYEE is in breach of any material obligation owed COMPANY in this AGREEMENT, habitually neglects the duties to be performed under this AGREEMENT, engages in any conduct which is dishonest, damages the reputation or standing of COMPANY, or is convicted of any criminal act, then COMPANY may terminate this AGREEMENT upon five (5) days notice to EMPLOYEE. In event of termination of the agreement for this reason, EMPLOYEE shall be paid only at the then applicable base salary rate up to and including the date of termination. EMPLOYEE shall not be paid any incentive salary payments or other compensation, prorated or otherwise.
e) In the event COMPANY is acquired, or is the non-surviving party in a merger, or sells all or substantially all of its assets, this AGREEMENT shall not be terminated and COMPANY agrees to use its best efforts to ensure that the transferee or surviving company is bound by the provisions of this AGREEMENT.
In the event of any conflict or ambiguity between the terms of this AGREEMENT and employment applicable to regular employees, the terms of this AGREEMENT shall be upheld.
Any notice required by this AGREEMENT or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services.
10. Final Agreement
This AGREEMENT terminates and supersedes all prior agreements and may be modified in writing, provided both parties are in agreement.
Headings used in this AGREEMENT are provided for convenience only and shall not be used to construe meaning or intent.
12. No Assignment
Neither this AGREEMENT nor any interest in this AGREEMENT may be assigned by EMPLOYEE without the prior express written approval of COMPANY, which may be withheld by COMPANY at its absolute discretion.
If any term of this AGREEMENT is held by a court of competent jurisdiction to be invalid or unenforceable, then all of the remaining terms will remain in full force and effect as if such invalid or unenforceable term had never been included.
The parties agree that they will use their best efforts to amicably resolve any dispute arising out of or relating to this AGREEMENT. Any controversy, claim or dispute that cannot be so resolved shall be settled by final binding arbitration in accordance with the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction. Within fifteen (15) days after the commencement of the arbitration, each party shall select one person to act as arbitrator, and the two arbitrators so selected shall select a third arbitrator within ten (10) days of their appointment. Each party shall bear its own costs and expenses and an equal share of the arbitrator’s expenses and administrative fees of arbitration.
15. Governing Law
This AGREEMENT shall be governed and construed in accordance with the laws of the State of _____________ and by the laws of the United States of America, excluding their conflicts of law principles. Any dispute or legal proceeding regarding the AGREEMENT shall take place in the county of _____________, in the State of _________________.
IN WITNESS WHEREOF, the COMPANY has caused this Agreement to be signed and its corporate seal to be hereunto affixed by its duly authorized officers, and EMPLOYEE has hereto set his hand and seal on the date first above written.
(NAME OF COMPANY)(NAME OF EMPLOYEE)
and Authorization for First-Time Recording of Song
This Agreement is made and effective on this [insert date] between ___________________, having its principal place of business at _________________ (“Song Owner”) and ____________________, having its principal place of business at _________________ (“Record Company”),.
WHEREAS, Song Owner owns certain Songs and related rights described below in this Agreement as “Band Rights”;
WHEREAS, Record Company desires to have license and Authorization from Song Owner to record such Songs;
Song Owner desires to give such license and Authorization to the Record Company on the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements promises set forth herein, the parties agree as follows:
________________________, the copyright owner of ________________________, written by ________________________, authorizes ________________________ to record and distribute ________________________.
Catalog number(s): ______________________________________________________________
Label name(s): _________________________________________________________________
Principal recording Song Owners: ________________________________________________________
Anticipated date of initial release: __________________________________________________
________________________ agrees to pay the mechanical royalty rate of $_________ and issue statements and pay royalties on a quarterly basis.
The song owners acknowledge that they are the sole song owners and that they have the right to authorize this first recording. The song owners do not require that a notice of intention to obtain a compulsory license be served or filed.
Song Owner hereby agrees to indemnify Record Company and defend Record Company from any claims and damage arising out of any breach of this Agreement or of claims arising out of copyright infringement.
5. Relationship of Parties:
The Parties acknowledge and agree that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the parties.
6. Final Agreement:
This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.
Except as expressly provided in this Agreement, waiver by either party, or failure by either party to claim a default, of any provision of this Agreement shall not be a waiver of any default or subsequent default.
Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services.
If to Song Owner:
(Specify the name and address of Song Owner)
If to Record Company:
(Specify the name and address of Record Company)
If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed upon mediator. Any costs and fees other than attorney fees will be shared equally by the parties. If it proves impossible to arrive at an equally acceptable resolution, the parties agree to submit the dispute to binding arbitration in the same city or region, conducted on a confidential basis under the Commercial Arbitration Rules of the American Arbitration Association.
If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
12. Governing Law:
This Agreement shall be governed by and construed in accordance with the laws of State of _____________ and by the laws of the United States, excluding their conflicts of law principles.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement as on the effective Date.
Band or Record Company
Name of Company That Owns Recording: ___________________________________________
Representative Name & Title: _____________________________________________________
Representative Signature _________________________________________________________
Name of Company That Owns Song: _______________________________________________
Song Owner Name & Title: _______________________________________________________
Song Owner Signature ___________________________________________________________
AGREEMENT made this _______ day of ____________, 20__, by and between the undersigned PHOTOGRAPHER and the undersigned CLIENT.
This Agreement is entered into in the City of ________and County of ________________, State of __________ and is guided by and governed by the laws of that state.
The undersigned parties hereby agree that all rights, copyrights, titles and interest in any photographs taken by photographer, on behalf of Client belong solely and exclusively to the Owner free from any claims whatsoever by the Photographer.
The enticement and consideration for this Agreement is the promise by the Client to pay the Photographer the amount of $______________. This is a one-time compensation for
Photographer’s services (sometimes known as a work-for-hire) and Photographer understands that this will comprise Photographer’s complete and sole payment.
IN WITNESS WHEREOF we have entered into this written contract as of the date above written.
[Company Name] hereby employs you as vocalist and song stylist for the purpose of making phonograph records. Your services are non-exclusive.
Two record sides have been recorded. Additional recordings shall be made only if we both wish to. The musical compositions and arrangements to be recorded shall be selected by you; and the manner of presentation shall be approved by you.
We will pay you in respect of recording made hereunder a royalty of TWELVE (12%) of the wholesale list price in the country of manufacture, on NINETY (90%) percent of all records sold and paid for embodying performances hereunder on both sides thereof. However, that for records sold outside the United States, the royalty rate shall be one-half of the amount actually received by us. Royalties shall be paid to you when received by us, our affiliates, subsidiaries or associates or otherwise on our behalf. All royalties are payable to you when received by us in the United States and in the dollar equivalent at the rate of exchange at the time we receive payment. We agree to convert royalties from foreign countries into local currency.
The charges for recording costs, album photography, art, color separation, type setting, distribution and promotion shall be taken from your royalties when earned. We will render an accounting to you within SIXTY (60) days after the 30th of June and after December 31st of each year. You may audit our books during normal business provided you have given us notice one week in advance.
You may terminate your obligation to record at will. Our obligation to pay royalties shall continue after your termination. You will not perform any musical compositions recorded hereunder for any other person, firm or corporation for the purpose of making phonograph records, within FIVE (5) years after the recording is made. The term “phonograph records”, as used herein, shall be deemed to mean all methods of duplication of the performances embodied on the recordings including, but not limited to phonograph records, cassette tapes, digital audio tapes, compact discs and any other method of duplication now in existence or which may come into existence in the future. You acknowledge that your services are unique and extraordinary. Nothing contained herein shall be deemed to restrict you right to record other musical compositions.
All recordings and all reproductions made, together with the performances embodied therein, shall be entirely our property, free of any claims whatsoever by you or any person deriving any rights or interests from you. Without limitation of the foregoing, we shall have the right to make records or other reproductions of the performances embodied in the recordings, or we may, at our election.
In connection with recordings and reproductions made pursuant to this contract, we shall have the right to use and allow others to use the names, likenesses of you and biographical an publicity material concerning you for advertising purposes and for purposes of trade. Notwithstanding the foregoing, we shall have no right to utilize your name, likeness, or any other material, or authorize such use in any manner that would constitute a direct or implied endorsement of any products or any kind or nature.
ACCEPTED THIS ___ day of ____________________, 20__.
This AGREEMENT (hereinafter referred to as the “Agreement”) is made on this _____ day of _______________, 200__ by and between ____________________, located at ________________________________________ (hereinafter referred to as the “Contractor”) and ____________________, located at ________________________________________ (hereinafter referred to as the “Client”).
In consideration of the respective covenants contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:
1. Services. The Contractor agrees to provide following Service:
________ (please specify the work in brief for which Contractor is hired) (hereinafter referred to as the “Work”).
2. Ownership of Work and Copyright Assignment. In consideration of compensation as specified in Clause 3 of this Agreement, Contractor certify and agree that all of the results and proceeds of the services of every kind heretofore rendered by Contractor in connection with the Work created for Client is and shall be deemed a work “made-for-hire” and it constitutes a work specifically ordered by Client for use as a contribution to Work. Accordingly, Contractor further acknowledge, certify and agree that Client is and shall be deemed the author and/or exclusive owner of all of the foregoing Work for all purposes and the exclusive owner throughout the world of all the rights of any kind comprised in the copyright thereof, and of any and all other rights thereto, and that Client shall have the right to exploit any or all of the foregoing in any and all media, now known or hereafter devised, throughout the universe, in perpetuity, in all configurations as Client determines. Contractor hereby agrees not to make any claim against Client or any party authorized by Client to exploit the Work based on such moral or like rights. To the extent that Contractor may be deemed the “author” of the Work, Contractor hereby grant and assign to Client all rights of every kind and nature whether now or hereafter known or created (and so far as may be appropriate by way of immediate assignment of future copyright) throughout the universe in perpetuity and, in connection therewith Contractor hereby grant to Client the right as attorney-in-fact to execute, acknowledge, deliver and record in the U.S. Copyright Office or elsewhere any and all such documents if Contractor shall fail to execute same within five (5) days after so requested by Client. In connection therewith, Contractor hereby grant to Client the exclusive worldwide right in perpetuity to sell, reproduce, adapt, distribute, transmit, communicate and otherwise use the Work in any form and by any method now or hereafter known, including, without limitation, via cable transmission, satellite transmission, electronic transmission, transmission via the Internet (including any promotional or commercial downloads), to lease, license, convey or otherwise use or dispose of the Work by any method now or hereafter known, in any field of use, to use the Work under any trademarks, trade names, or labels, or any other method now or hereafter known, all upon such terms and conditions as Client may approve. Contractor agrees that all rights, copyrights, titles and interest in the Work created by the Contractor on behalf of Client, belong solely and exclusively to the Client, free from any claims whatsoever by the Contractor.
3. Compensation. The consideration for this Agreement is the promise by the Client to pay the Contractor the amount of $____________. This is a one-time compensation for Contractor’s services known as a “work-for-hire” and Contractor understands that this will comprise Contractor’s complete and sole payment.
4. Delivery. The Work will be completed by the Contractor no later than ________________
5. Client’s Alterations. There shall be no charges to the Client for revisions or corrections or additions made necessary by errors on the part of Contractor. No additional payment shall be made for changes required to conform to the original assignment description.
6. Modifications of the Agreement. Modifications of the Agreement must be written, except that the invoice may include, and the Client shall pay, fees that were agreed by the Client in order to progress promptly with the work.
7. Warranty of Originality. Contractor warrants and represents that, to the best of its knowledge, the Work hereunder is original and has not been previously published, or that consent to use has been obtained on an unlimited basis; that all work or portions thereof obtained through the undersigned from third parties is original or, if previously published, that consent to use has been obtained on an unlimited basis; that Contractor has full authority to make this agreement; and that the work prepared by Contractor does not contain any scandalous, libelous, or unlawful matter. CONTRACTOR EXPRESSLY AGREES THAT IT WILL HOLD CLIENT HARMLESS FOR ALL LIABILITY CAUSED BY THE CLIENT’s USE OF WORK TO EXTENT SUCH USE INFRINGES ON THE RIGHTS OF OTHERS.
8. Hold Harmless. Contractor hereby indemnifies and holds the Client harmless from and against all claims, suits, threats, demands, liabilities, settlements, negotiation costs and expenses, other costs, and attorney fees relative to any third party’s claim that the Web Site or any of the Web Site content, infringes upon or interferes with any proprietary right of such third party, including but not limited to copyrights, trademarks, trade secrets, privacy rights, moral rights, patents, publicity rights, or any other right that may now or at any time in the future exist under any federal or state law.
9. Arbitration. Should a dispute arise regarding the rights or obligations of the parties under this Agreement, either party shall have the right to submit said dispute to binding arbitration in accordance with the then effective rules of the American Arbitration. If binding arbitration does not work, the losing party shall pay the attorney’s fees to the winning party.
10. Severability. In the event any provision of this Agreement shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions hereof, and this Agreement shall thereafter be construed and enforced as if said illegal or invalid provisions had never been included therein.
11. Governing Law. This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of________________, excluding its conflict of laws principles. The parties irrevocably agree that any action to enforce the provisions of this Agreement or arising under or by reason of this Agreement shall be brought solely in the _____County, ________ (specify the state) Superior Court or a federal court impaneled in _______County, _________ (specify the state).
This Agreement is entered into in the City of __________ and State of __________ and is guided by and governed by the laws of that State.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.
AGREED TO AND ACCEPTED: