How to recognize layout, language, and terms to identify areas to negotiate

*Contracts: Nuts & Bolts

Zebulon Chandler 2014

*Organized Clarity

*Get Organized:

Identify the Parties

The Purpose of the Promise

The Pieces

The End

EndMiddle Parts

Middle PurposeBeginning

*Introduction

Title Parties Aliases

Location (“Herein”) Project

*Sample Introduction

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”)

*Sample Intro 2

* 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.

*Purpose Language

* The purpose of this agreement is to ?

* Produce Something

* Protect Something

* Market Something

*WHEREAS, ! THEREFORE, !

* ACTION WORDS IN ACTION

*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 IN NUMERAL

*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

* Terms Make A Deal, but Lets Step Back

Your Contract

Term

Term

Term

*Individual Terms

*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.

*Project

*The purpose of the deal. The product being made:

A DemoA PilotA ScreenplayAn EventA Performance

Further detail relating to Quality Control, Accountability, Industry Standards

*Term (i.e. Duration)

*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

*Scope of Activities

Internal Developmen

t

External Developmen

t

Commitment Focus

*Fees

CompensationPaymentsUpfront, Upon DeliveryTimingAccounting

*Division of Profits

Profit Share

Actor/Artist 1Actor/Artist 2Producer

*Ownership Rights

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.

*Creative Control

Creative Direction

Particular Rights

Final Approval

*Production and Delivery Schedule

*Cycle Options

*Upon Successful….. Purchase, Sale, Distribution, Signing ……then……

*LETS STAY TOGETHER*Cycle Structures: Seasons / Albums / Singles

Pickup Notices:

*Copyright Ownership

*Like before, usually including Clauses / Terms clearly laying out who owns the Masters, the footage, etc

*Audit Rights

*Breach, Cure, Arbitration,

Notice

*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.

*Definitions

*We use our own definitions around here!

*Project Means:

*Production Season Means:

*Industry Standard Means:

*Exclusivity

*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.

*Indemnification

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.

*Bonuses

*¥€$ 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

*Confidentiality

*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!

*DON’T FORGET!

*SIGNATURE PAGE

*Signatures

*By signing below, Company and Artist accept and agree to all the terms and conditions of this Agreement

ACCEPTED AND AGREED:

By:______________ ______________