Contracts: Nuts & Bolts

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*
How to recognize layout, language, and
terms to identify areas to negotiate
Zebulon Chandler 2014
* Get Organized:
Identify the Parties
The Purpose of the Promise
Beginning
Middle
Purpose
Middle
Parts
End
The Pieces
The End
*
Title
Parties
Aliases
Location
(“Herein”)
Project
*
TALENT AGREEMENT
The singer songwriter, __________ aka _________
who resides at ___________ herein (“Artist”) and the
publishing company __________ herein (“Company”)
who’s business is located at ______, enter into this
Talent Agreement (“Agreement”) for the purpose of
producing and distributing an album entitled
“_____”(“Project”)
*
*
PERFORMANCE AGREEMENT
*
*
*
Date:________
Artist: _______
Production: _______
SSN#_________
Company:_________
_____________________
_____________________
Artist’s Address________________
________________
*
This performance agreement (“Agreement”) shall set forth terms and conditions of the
agreement between Company and ________ (“Artist”) in connection with Artist’s services
in connection with the Pilot Project (“Project”) intended to be sold to a major media
company.
*
* The purpose of this agreement is to ?
* Produce Something
* Protect Something
* Market Something
*WHEREAS, !
THEREFORE, !
*
* WHEREAS, Party A and Party B wish to write and
record songs together to produce a demo (a “Demo”)
for introduction to a major record label.
* AND WHEREAS, the parties wish to contract to
make clear their efforts toward the goal
* THEREFORE, in consideration of the mutual
promises, agreements and provisions set forth herein
and for other good and valuable consideration, the
receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
*
* Terms:
1. Party A does this
2. Party B does this
3. Party A agrees to
4. Party B provides
5. And On
6. And On
*
Term
Term
Term
Your Contract
*
* The following terms are all titled in Blue so that
you may identify that as a individual Term not
terms in general.
* Remember:
Terms can be ‘clauses’ and can
contain clauses.
* Remember:
Terms are separated to clearly
define parts to the deal.
*
* The purpose of the deal.
A Demo
A Pilot
A Screenplay
An Event
A Performance
The product being made:
Further detail relating to Quality Control,
Accountability, Industry Standards
*Project
* aka duration of the deal.
Very important and
sometimes the most important aspect of a deal.
* Length of time needed to produce and market
the project.
* Options to renew the contract held by either
party
* Sub-Components:
Cycles, Extensions,
Elevations, Triggers
*Term
Internal
Development
External
Development
Commitment
Focus
*Scope of Activities
*Fees
Profit Share
Actor/Artist 1
Actor/Artist 2
Producer
*Division of Profits
Who owns the masters,
The pilot, the script, the
copyright.
Usually the Company
paying to develop the
project in TV, Film.
Often Shared, or
divided in Music
Projects
Certain rights
shared certain ways.
*Ownership Rights
Final Approval
Particular Rights
Creative Direction
*Creative Control
*Production and
Delivery Schedule
* Upon Successful….. Purchase, Sale,
Distribution, Signing
……then……
* LETS STAY TOGETHER
* Cycle Structures:
Seasons / Albums / Singles
Pickup Notices:
*Cycle Options
* Like before, usually including Clauses / Terms
clearly laying out who owns the Masters, the
footage, etc
*Copyright Ownership
*Audit Rights
* Blah, Blah, Blah…….
* But Important……
* What causes a breach?
* How can a party cure?
* How does one NOTIFY the other about possible
Breach and Request to Cure.
*Breach, Cure,
Arbitration, Notice
* We use our own definitions around here!
* Project Means:
* Production Season Means:
* Industry Standard Means:
*Definitions
* Artist may have to forgo other opportunities for a
period. What types of other work?
* How long, and in what fields does contract grant
Exclusivity.
* Right of first refusal.
*Exclusivity
We working together, so you can’t sue
me for A, B, C, D, E, F, and anything else
that might happen just because we sat
down and decided to do some work
together.
Potentially very boring language, and
sometimes overbroad, but generally
‘boilerplate’ that is not too broad does
the trick to warn off lawsuits.
*Indemnification
*¥€$
please
Show me how I get them…
Show me what triggers them…
When do they get delivered…
Who writes the checks….
How do I check the numbers…
Performance, Timing, Pricing, Pickups
*Bonuses
* This project is SECRET !!
* We gotta keep it on the low, for real.
* Let’s make this contract a non-disclosure
agreement while were at it!
*Confidentiality
*
* Signatures
* By signing below, Company and Artist accept
and agree to all the terms and conditions of this
Agreement
ACCEPTED AND AGREED:
By:______________
*
______________
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