WORK FOR HIRE AGREEMENT (ARTIST)
INTRODUCTORY CLAUSES
This publishing agreement (“Agreement”) is entered into as of ______
(“Effective Date”) by and between TimeLine Ltd., a Delawarecorporation (“Publisher”), and
Legal Name:______
Address:______
City:______State/Prov: ______ZIP/Post Code: ______
SSN:______Date of Birth: ______Citizenship: ______
(“Contractor”) concerning a work of art presently titled ______
(“Work”) and described as
______
WORK FOR HIRE
- To the extent that Contractor’s Work includes any work of illustration entitled to protection under the laws of copyright, Contractor and Publisher acknowledge and agree that:
1.1Contractor’s Work has been specially ordered and commissioned by Publisher as a contribution to a collective work, a compilation, a supplementary work, or such other category of work as may be eligible for treatment as a “work made for hire” under the United States Copyright Act.
1.2Contractor’s Work shall be deemed a “commissioned work” and “work made for hire” to the greatest extent permitted by law.
1.3Contractor is an independent contractor and not a partner, joint author or joint venture of Publisher, and Publisher shall be the sole author of Contractor’s Work and any work embodying the Contractor’s Work pursuant to the United States Copyright Act, and the sole owner of the original materials embodying Contractor’s Work, and/or any works derived there from.
2.Contractor waives any moral rights in Contractor’s Work to the greatest extent permitted by law. Publisher shall credit Contractor in a style and manner to be determined by Publisher in his sole discretion.
3.To the extant that all or any portion of Contractor’s Work is not properly characterized as “work made for hire,” then Contractor hereby irrevocably grants to Publisher all right, title and interest in and to such Contractor’s Work (including but not limited to the copyright, trademark and other intellectual property rights therein), and any and all ideas and information embodied therein, in perpetuity and throughout the world.
CONTRACTOR COMPENSATION
4.Advance. Publisher shall pay to Contractor, as an advance against any amounts owing by Publisher to Contractor under this agreement, the sum of $______to be paid as follows: One-half upon signing of this agreement, and one-half upon delivery and acceptance of the complete Illustration.
5.Consideration. Publisher shall pay to Contractor a sum equal to $______to be paid as follows: One-third, minus any Advance paid to Contractor by Publisher, upon publication of the Work in the first Publisher’s edition; one-third within 30 days of publication of the Work, one-third within 90 days of publication of the Work.
THE ILLUSTRATION
6.Delivery of Illustration. Contractor agrees to deliver the illustration of the Work in its entirety (“the Illustration”) to the Publisher not later than ______(“the Initial Delivery Date”) in the form of: (a) a computer-readable file stored on one or more disks in such format(s) and graphic image editing program(s) as Publisher may specify or hardcopy/print as Publisher may specify.
7.Permissions, Index and Other Materials. Contractor shall deliver to Publisher, at Contractor’s sole expense, not later than the Initial Delivery Date or such other date(s) as may be designated by Publisher, each of the following:
7.1A Biography of Contractor, to include prior published credits, education, and similar informative information. Biography shall be no less than 50 words and not more than 250 words.
7.2Written authorizations and permissions for the use of any copyrighted or other proprietary materials owned by any third party which appear in the Work and written and signed releases or consents by any person or entity described, quoted, or depicted in the work (collectively “Permissions”). Publisher acknowledges and agrees that permissions and releases in the form of the attached sample forms will be sufficient to satisfy the Contractor’s obligation to secure such permissions and releases under this Agreement.
7.3If Contractor fails or refuses to deliver the Permissions, or other material required to be delivered by Contractor under this Agreement, Publisher shall have the right, but not the obligation, to acquire or prepare any and all such matter, or to engage a skilled person to do so, and Contractor shall reimburse Publisher for all costs and expenses incurred by Publisher in doing so. All such costs and expenses shall be charged to the Contractor’s account and recouped out of earned royalties or payments due to Contractor from Publisher, if any.
7.4Contractor acknowledges and confirms that Publisher shall have no liability of any kind for the loss or destruction of the Illustration, or any other documents or materials provided by Contractor to Publisher, and agrees to make and maintain copies of all such documents and materials for use in the event of such loss or destruction.
8.Publisher’s Rights on Delivery. If Publisher, in its sole discretion, deems the Illustration, Permissions and/or any other materials delivered by Contractor under this Agreement to be unacceptable in form or substance, then Publisher shall so advise Contractor by written notice to the address of Contractor set forth above (including but not limited to certified mail or other traceable mail, electronic mail or facsimile), and Contractor shall have the opportunity to cure any defects and generally revise, correct, and/or supplement the Illustration, Permissions and/or other materials to the satisfaction of Publisher, and deliver fully revised, corrected and/or supplemented Illustration, Permissions and/or other materials no later than thirty (30) days after the receipt of Publisher’s notice (“the Final Delivery Date”). If such revised, corrected and/or supplemented materials are not delivered in a timely manner by the Final Delivery Date, or if they are deemed unsatisfactory in form or substance by Publisher, then Publisher shall have the unqualified right to terminate this Agreement without further obligation to Contractor.
9.Termination for Non-delivery or Unsatisfactory Delivery. If Contractor fails to deliver the Illustration, Permissions and/or other materials required under this Agreement, and/or any revisions and corrections thereof as requested by Publisher, on the date(s) designated by Publisher, or if Contractor fails to do so in a form and substance satisfactory to Publisher, then Publisher shall have the right to terminate this Agreement by so informing Contractor by letter sent by traceable mail to the address of Contractor set forth above. Upon termination by Publisher, Contractor shall, without prejudice to any other right or remedy of Publisher, immediately repay to Publisher any sums previously paid to Contractor, and upon such repayment, all rights granted to Publisher under this Agreement shall revert to Contractor. If Contractor fails to repay to Publisher all sums previously paid to Contractor, Publisher shall retain all rights to the Illustration and Publisher shall owe no further consideration to Contractor. The Illustration and other submissions by Contractor under this Agreement shall be deemed accepted by the Publisher for all purposes unless rejected in writing within sixty (60) days after submission.
10.Publisher’s Right to Terminate Due to Changed Conditions. Publisher shall not be obligated to publish the Work, if, in its sole and absolute judgment, whether before or after acceptance of the Work, Publisher determines that supervening events or circumstances since the date of this Agreement have materially and adversely changed the economic expectations of the Publisher regarding the Work at the time of making this Agreement. Upon making such a determination, Publisher may terminate this Agreement without further obligation by notice in writing to Contractor to the address of Contractor set forth above, and Contractor may retain any payments previously made to Contractor under this Agreement or, if no payments have previously been made to Contractor, Publisher shall pay Contractor a “kill fee” of $______, and all rights granted to Publisher under this Agreement shall revert to Contractor.
PUBLICATION
11.Editing and Publication Format. Publisher shall have the right to edit and revise the Work for any and all uses contemplated under this Agreement, in Publishers sole and absolute judgment, and shall have the right to make any changes in the Work as advised by Publisher’s counsel. Publisher shall have the right to manufacture, distribute, advertise, promote, and publish the Work in a style and manner which Publisher deems appropriate, including layout, cropping or other partial display of the Work, printing, imprint, and title. Notwithstanding any editorial or graphic changes or revisions by Publisher, Contractor warranties and indemnities under this Agreement shall remain in full force and effect.
12.Review by Publisher’s Counsel. Notwithstanding any other provision of this Agreement, Publisher shall have the right, but not the obligation, to submit the Work for review by counsel of its choice to determine if the Work contains material which is or may be unlawful, violates the rights of third parties, or violates the promises, warranties, and representations of Contractor set forth in this Agreement.
12.1Publisher shall not be obligated to publish the Work if, in the sole opinion of Publisher or its counsel, there appears to be a risk of legal action of liability on account of any aspect of the Work.
12.2If, in the sole opinion of Publisher or its counsel, the Work is determined to require additions, deletions, modifications, substantiation of facts, or other changes to avoid the risk of legal action or liability, then Contractor shall make all such changes at the direction of Publisher or its counsel.
12.3If Contractor declines to make such changes, or if Publisher deems the changes made by Contractor to be insufficient, or if Publisher or its counsel shall deem that such changes will not eliminate the risk of legal action or liability, the Publisher shall have the right to terminate this Agreement without further obligation, and Contractor shall be obligated to repay all amounts advanced by Publisher. Upon such repayment by Contractor, all rights granted to Publisher shall revert to Contractor. If Contractor fails to repay to Publisher all sums previously paid to Contractor, Publisher shall retain grant of all rights to the Illustration and Publisher shall owe no further consideration to Contractor.
12.4Nothing contained in this Agreement shall be deemed to impose on Publisher any obligation to review or verify the contents of the Work, or to affect in any way the promises, warranties, and representations of Contractor and/or the duty of indemnification of Contractor, all of which shall continue to apply to the Work, whether or not the Work is changed at the request of Publisher or Publisher’s counsel.
13.Time of Publication. The date of publication as designated by Publisher, but not later than the date of first delivery of bound volumes to Publisher, shall be the “Publication Date” for all purposes under this Agreement.
14.Contractor’s Copies. Publisher shall provide Contractor with three (3) copies, free of charge, of each edition of any work containing the partial or complete Work by Contractor that is published by Publisher. Contractor shall be permitted to purchase additional copies of any such work, at a fifty percent (50%) discount off of suggested retail price, to be paid upon receipt of Publisher’s invoice, for Contractor’s personal use and not for resale.
15.Use of Contractor’s Name and Likeness. Publisher shall have the right to use, and to license others to use, Contractor’s name, image, likeness, and biographical material for advertising, promotion, and other exploitation of the Work and other rights granted under this Agreement.
WARRANTIES AND REPRESENTATIONS
16.Contractor’s Representation and Warranties. Contractor represents and warrants to publisher that:
16.1The Work in its present form is not in the public domain;
16.2Contractor is the sole proprietor of the Work as defined in this Agreement, consisting of the principal text but excluding artwork to be provided by an illustrator(s) to be selected by Publisher, and has full power and authority, free of any rights of any nature whatsoever by any other person, to enter into this Agreement and to grant the rights which are granted to Publisher in this Agreement;
16.3The Work has not heretofore been published, in whole or in part, in any form;
16.4The Work does not, and if published will not, infringe upon any copyright, trademark, or any other intellectual property rights or other proprietary rights of any third party;
16.5The Work contains no matter whatsoever that is obscene, libelous, violative of any third party’s right of privacy or publicity, or otherwise in contravention of law or the right of any third party;
16.6All statements of fact in the Work are true and are based on diligent research;
16.7All advice and instruction in the Work is safe and sound, and is not negligent or defective in any manner;
16.8The Work, if biographical or “as told to” Contractor, is authentic and accurate;
16.9Contractor will not hereafter enter into any agreement or understanding with any person or entity which might conflict with the rights granted to Publisher under this Agreement. All such warranties, representations, and indemnities shall survive the termination or expiration of this Agreement.
GENERAL PROVISIONS
17.Right to Withdraw Offer. Publisher shall have the right to withdraw its offer of agreement at any time prior to delivery of this Agreement by Publisher.
18.Counterparts. This Agreement may be signed in counterparts, and if so, the counterparts bearing the signatures of all parties shall be deemed to constitute one binding agreement.
19.Advice of Counsel. Contractor acknowledges that Publisher has explained that Contractor is entitled to seek the advice and counsel of an attorney or other counselor of Contractor’s choice before agreeing to the terms set forth in this Agreement, and Publisher has encouraged Contractor to do so. Contractor acknowledges that, in the event Contractor signs this Agreement without seeking the advice of an attorney or other counselor, it is because Contractor has decided to forego such advice and counsel.
20.Entire Agreement. Publisher and Contractor acknowledge that they have communicated with each other by letter, telephone, electronic mail (“e-mail”) and/or in person in negotiating this Agreement. However, Contractor acknowledges and agrees that this Agreement supersedes and replaces all other communications between Contractor and Publisher, and represents the complete and entire agreement of Contractor and Publisher regarding the Work.
21.Modification and Waiver. This Agreement may not be modified or altered except by a written instrument signed by the party to be charges. No waiver of any term or condition of this Agreement, or of any breach of this Agreement or any portion thereof, shall be deemed a waiver of any other term, condition, or breach of this Agreement or any portion thereof. If any portion of this Agreement shall be found by a competent court of proper jurisdiction to be invalid, all remaining portions of the Agreement shall remain valid and in full force and effect.
22.No Employment or Other Relationship. The parties acknowledge and agree that this Agreement is an arm’s length transaction between independently contracting parties, and no partnership, joint venture, trust, employer-employee relationship, or other legal relationship is created between them.
23.Multiple Artists. Whenever the term “Contractor” refers to more than one person, such persons will be jointly and severally responsible for all duties, obligations, and covenants under this Agreement, and shall share equally in all royalties and other amounts to be paid under this Agreement, unless otherwise specified in writing signed by all parties.
24.Force Majeure. Publisher’s obligations under this Agreement shall be extended by a period equal to any period of force majeure (including, but not limited to, an act of war, labor strike, or act of God) that prevents Publisher from performing such obligations.
25.Notices. Any written notice or delivery under any of the provisions of this Agreement shall be deemed to have been properly made by delivery in person to Contractor, or by mailing via traceable mail (including but not limited to certified mail or other traceable mail, electronic mail or facsimile) to the address(es) set forth in the Recitals and General Provisions above, except as the address(es) may be changed by notice in writing. Contractor and Publisher agree to accept service of process by mail at such addresses.
26.Binding on Successors. This Agreement shall be binding on the heirs, executors, administrators, successors, and assigns of Contractor, and the successors, assigns, and licensees of Publisher, but no assignment by Contractor shall be made without prior written consent of Publisher.
27.Applicable Law. Regardless of the place of its physical execution, this Agreement shall be interpreted, construed, and governed in all respects by the laws of the state of Delawareand the County of Kent.
28.Mediation and Arbitration. All disputes under this Agreement shall be submitted to mediation before a neutral third party to be jointly selected by the parties in Kent, Delaware, and no action may be filed by either party unless and until the parties are unable to resolve the dispute within 60 days after the first written demand for mediation. If any dispute between Contractor and Publisher regarding this Agreement shall remain unresolved by mediation, such dispute shall be referred to binding private arbitration in Kent, Delaware, in accordance with the Rules of the American Arbitration Association, and any arbitration award shall be fully enforceable as a judgment in any court of competent jurisdiction. Notwithstanding the foregoing, the parties shall have the right to conduct reasonable discovery as permitted by the arbitrator(s) and the right to seek temporary, preliminary, and permanent injunctive relief in any court of competent jurisdiction during the dependency of the arbitration or to enforce the terms of an arbitration award.
29.Attorney’s Fees. In any action on this Agreement, including litigation and arbitration, the losing party shall pay all attorneys’ fees and costs incurred by the prevailing party. Headings. Headings and footers are for convenience only and are not to be deemed part of this Agreement.
31.Bankruptcy. If a petition in bankruptcy or a petition for reorganization is filed by or against Publisher, or if Publisher makes an assignment for the benefit of creditors, or if Publisher liquidates its business for any cause whatsoever,Publisher retains such rights as were granted herein. Upon assignment Publisher’s rights will transfer to the Assignee.
32.Riders and Exhibits. This Agreement consists of Paragraphs 1 through 33, and the following Exhibit(s) and Rider(s), if any:
______
[Insert identifying name, number and/or letter of all attached exhibits and riders, or strike out if not applicable]
33.Signature Block.
IN WITNESS WHEREOF, Contractor and Publisher have executed this Agreement as of the Effective Date.
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“CONTRACTOR”
______
[Full legal name of contractor]
______
(Signature of CONTRACTOR)
“PUBLISHER”
TimeLine Ltd.
A Delaware Corporation
______
Chris Garland
President
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