*Contract Monitor 2:1*
| Disclaimer: This information is true and accurate as of the dates specified, to the best of our knowledge and belief, and is provided by the Graphic Artists Guild to help artists make informed choices. |
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G R A P H I C A R T I S T S G U I L D
N a t i o n a l C o n t r a c t M o n i t o r
v o l . 2 , n o . 1
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May, 1999
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IN THIS ISSUE:
The Monitor Returns
- TRENDS:
Putting a Lock on Contract Discussion
- AN "UNUSUAL" SYNDICATION CONTRACT
King Features Syndication Division
- HOW-TO: Write a Letter of Agreement
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Well, readers, we are back publishing after a five month
hiatus. Sorry about that. The Contract Committee has found
itself firming up other parts of the contract program,
drafting a new Contracts Chapter for the 10th Edition
of the Guild Handbook: Pricing and Ethical Guidelines
and completing the first writing of a manual for the
Contract Point Person Program within the Guild chapters.
But here we are with a promise of more frequent mailings
in the future. Coming up next issue is coverage of three
stock agency contracts, followed by a special on greeting
card contracts.
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TRENDS: Putting a Lock on Contract Discussion
Lately we've noticed an addition to the standard
confidentiality clause that is found in many
contracts. Usually worded to prevent the disclosure
of company secrets and information concerning the job,
confidentiality clauses are now being drafted to prevent
discussion of the contract terms as well. This
addition will make it harder for artists to publicize
unfair client terms within the community. Once the
contract is signed, the artist is bound by the
clause to keep the terms private.
What can you do? Discuss the terms of the document
BEFORE it is signed. Of course we realize that during an
assignment company secrets may be on the table and it is
reasonable for the client to want assurances that the
artist will not be indiscreet. But we are talking about
discussion of standard business practices, not the next
release of Essence Make0ver 5.0!
A typical Confidentiality Clause reads:
=>Artist (licensor) may, during the course of
providing his or her services hereunder or in
relation to this Agreement have access to, and
acquire knowledge regarding materials, data,
systems, and other information of or with respect
to...which may not be accessible or known to the
general public. Any knowledge acquired by (artist/licensor)
from such materials...shall not be used, published or
divulged by Licensor to any person, firm...
Okay, sounds fair. Now, here's the new language we are seeing:
=>Licensor specifically agrees that the foregoing
confidentiality obligation applies to the terms
of this Agreement and any information disclosed
to (artist/licensor) in any document provided
to (artist/licensor) by (the company).
There are two ways to look at this new language:
1). The client feels public disclosure of the terms
may give the competition unfair advantage. Perhaps the
client doesn't want competitors to know what goes into
the cost of manufacture of a product. Or...they are
planning a worldwide advertising campaign using your work
which they are going to spring on the competition or...
2.) The contract terms are so unfair that the client
would prefer no one outside of the artist have knowledge
of them for the sake of good public relations.
The Monitor, or course, wants to believe that no client
would have need of reason number two. However, we would like
to caution you, as always, to read the contract carefully,
discuss the terms within the community (and with a lawyer
if necessary) and sign it WHEN YOU FEEL CLEAR ABOUT THE TERMS
OF THE JOB and its fairness to your own business.
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Syndicating All Rights and Authorship, Too?
Hearst Holdings is a large media conglomerate based on
the East Coast. Included among the many Hearst holdings
is the King Features Syndicate Division, responsible
for the licensing and distribution of a wide variety of
features across the media universe including many of
the comics you see on Sunday.
In this issue we'd like to look at a syndication contract
sent by King to an illustrator. The artist has been
asked to produce a series of illustrations, bi-weekly,
for a sports column written by someone else. The contract is
basically a boilerplate, covering a broad range of King
assignments. The artist did a good job of reading the
contract and tried to negotiate points that were bothersome.
However, King's lawyers appear to be stubborn. So we thought
we'd add our voice.
The Monitor would like to note that the artist was
negotiating while working on the job, working without a
signed contract. We worry about a scenario like this,
but luckily everything turned out okay.
We turned our copy of the King Contract over to Stu Rees,
a legal advisor whose specialty is syndication contracts
and intellectual property. For more on Stu you can visit
his website at: www.stus.com.
STU WRITES:
This "syndicate" contract is really more of an abbreviated
syndicate contract. Basically, syndicate contracts are
structured as a hybrid between a partnership arrangement
and a literary agent contract.The artist creates the
characters, the humor, and the illustrations but, in turn,
owns the copyright and gets paid a percentage of income
based on how well the work does, rather than a fixed
amount per drawing.
This King Features contract treats the artist like an
employee, or a long term independent contractor, not
like a partner. The artist bears no risk, gets a fixed price
for the work, and has very little further profit potential.
In fact this contract includes a work-for-hire-clause;
the artist relinguishes authorship to the client along
with all rights to the work (as opposed to where the artist
owns his copyright, but transfers it to the syndicate).
(More on that in a moment.)
Stu stressed the importance of convincing the client of the
advantages of pro-artist changes to contracts and we agree
It is always a good idea to explain to the client the reasoning
behind changes. What follows are specific clauses with questions
from the artist and further commentary from Mr. Rees. We hope
you can use this commentary to negotiate future contracts from
with clients.
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KING FEATURES CONTRACT COMMENTARY
(Note: We've capitalized words in some clauses for added emphasis.)
=>REPRINT LICENSING.
In the event YOU [the artist] INITIATE negotiations for a
Reprint License which Syndicate accepts during the terms
of this agreement, then Syndicate will pay you 25% of the
licensee fee actually received from the Reprint Licensee.
The term Reprint License shall an agreement under which a
single bi-weekly release of the Commissioned Material has,
after the publication date set by the Syndicate, been licensed
for one-time publication in a single issue of a newspaper,
magazine, or periodical...
The 25% figure is an industry standard. If the artist is acting
as an agent for King then perhaps a Rep fee of 35% would be
more reasonable. Just a thought! What is also odd is that
King is offering incentive to the artist to relicense the work,
but putting a limit on releases available to sell. This means
that the artist cannot sell a collection of the work. And what
about third-party sales: should the artist benefit?
The Client could respond to the artist query by rewriting the clause
to allow release of more than one column at a time and amend the fee
structure to reflect sales generated not only by the artist, but also
by the Syndicate or a third party--a change which could make the
resale royalty clause much more attractive.
STU'S ANALYSIS:
Artists should always consider negotiating for provisions
where the artist gets a cut if the artist is successful in
reselling his syndicated work to new markets. The point
artists should make is that turning artists into advocates
for their own cartoons is particularly effective because
artists know their work best and often can think of innovative
ways to market it. Syndicates almost always will grant the
concession since they only stand to gain.
Yes, King would stand to gain. One of the roles of a syndicate
is to solict and secure reprint licenses, while the role of the
artist is to create works with licensing value, but not necessarily
to act as sales reps. Added value should carry added incentive!
Is 25% enough?
Why would King exclude multiple reprints? Stu told us that the
syndicate might want to to prevent the artist from taking major
sales away from the syndicate (and, in particular, from the sales
staff). The artist is correct in lobbying to eliminate the single
column restriction, and can even argue that it is in the syndicate's
best interest since a major sale is a good thing.
This might prove to be a difficult negotiation with King, since the
column contains work by both an author and an artist. The author might
be working on his own resale deals including an exclusive clause with
King to sell collections of the work.
Sadly, the artist would not receive a commission on the author's
resale, since the sale was not initiated by the artist. Remember,
the agreement is W4H. King owns all rights and is not obligated to
compensate the artist forany royalties. In fact, gadflys that we are,
we want to make sure our readers know that the the W4H clause allows
King to resell the illustrations, with or without the author's work
and with or without the artist's permission!
One last question: notice that the contract definition of Reprint
License is limited: only reprints appear covered. What if an artist is
able to sell a merchandiser on a concept, such as a T-shirt or mouse pad
(whether based on a specific work or on the general nature of the
feature)? Why not expand the clause to cover all resale potentials?
Uhmmmm, could it be because it's WORK-FOR-HIRE?
=>WORK-FOR-HIRE.
You agreed with Syndicate that the Commissioned Material
shall be considered a WORK MADE FOR HIRE for King Features
Syndicate, Inc...relationship with Syndicate shall be that of
independent contractor...You agree that King Features Syndicate
Inc. shall have ABSOLUTELY ALL RIGHTS in the Commissioned Material
and the title, elements and characters included therein THROUGHOUT
THE WORLD, including the right to procure copyrights and renewals
and extension thereof, in its name or in the name of its designee,
in the United States of America and in every other country of the
world. All of said property...shall be subject to the agreement
dated December 31, 1943 between said King Features Syndicate, Inc.
and Syndicate. Said King Features Syndicate Inc. and Syndicate shall
have all of the exclusive rights in and to the Commissioned Material
that are accorded by law to the author of an original work and to
the proprietor of a duly copyrighted work.
THE ARTISTS ASKS:
I'm worried that the phrase"...King Features shall have absolutely
all rights in the Commissioned Material and the title, elements
and characters included..." would not allow me to use my drawing
style for anything else. The clause also appears to bind me to an
agreement made in 1943 that I have no knowledge of.
(And The Monitor is worried that the artist is potentialy signing a
Work-for-Hire agreement. We note that signing a W4H is always a personal
choice, but is the fee you will receive worth the loss of control and
future resale profit, not to mention loss of right to be called the
author?)
The client could respond to the artist query by changing the clause
language to reflect that rights only pertain to specific characters
created by the artist for the assignment. As to the mysterious 1943
agreement, the artist may be the first person to ask to actually read
the agreement. It appears that the agreement was made within King
to handle copyrights among its various entities. But why is the 1943
Agreement included here and what can the artist do about it?
STU'S ANALYSIS:
King Features' inclusion of work for hire language means that
King Features is treated under copyright law as the CREATOR OF
THE WORK. Normally, such a provision would be a deal-breaker
in a syndication contract since the artist creates and owns
the characters. Here, however, the artist is illustrating
the work of someone else and receiving a guaranteed payment.
So King might feel granting full ownership to the syndicate is fair
and would clearly be an absolute requirement by the Syndicate.
(Well, King may think that this provision is fair, however, The Monitor
cautions readers against accepting work-for-hire situations. Instead
opt for granting specific copyright usage and re-use rights.)
When King claims all rights in the work provided under the contract,
including characters, there is probably some room for argument over
what constitutes a character as opposed to what is a general
drawing style.
In order to reduce the possibility of a disagreement, that particular
sentence should be revised to include the following text:
"You agreed that King Features Syndicate, Inc. shall
have all rights in the Commissioned Material and the
title, element and characters included (but not to the
general artistic style).
Regarding the reference to the 1943 agreement: since the Syndicate is
reluctant to provide the agreement to artists, a disclaimer is called
for to ensure that the artist is not granting more rights than what is
readily known.
Here's what Stu suggested. The second to last sentence of the
paragraph should be revised to include the following text:
"...and Syndicate, but nothing in said agreement shall
expand the rights granted by you beyond those enumerated
in this Agreement."
=>CONTRACT RENEWAL
You hereby give Syndicate two (2) options to renew this Agreement
for two (2) additional terms of two (2) years each UPON THE SAME
TERMS AND CONDITIONS. The option as to said renewal terms shall
be exercisable by Syndicate giving you written notice at least
thirty (30) days prior to the expiration of the then current terms.
THE ARTIST ASKS:
If I'm giving King two options to renew for two additional
terms of two years each "upon the same terms and conditions,"
am I also held to the same pay scale each time? I would hope
there would be some allowance for an increase! Also, if
the renewals are under the same terms and conditions, aren't
the two year options part of those conditions? Can we take
out the clause and simply renegotiate at the end of two years?
STU's ANALYSIS:
King Features needs a long term contract to create some stability,
to lock in a good artist at a low pay rate, and to prevent the
need for frequent re-negotiations. It is fair to give the
syndicate the stability it wants, but there should be an
adjustment to the pay scale.
This can be achieved by adding the following text:
"...same terms and conditions, subject to a mutually
agreeable revision to the payment due under Paragraph 4(a)."
The above language limits the negotiations to just dollars.
The Syndicate may not accept this formulation since the
artist has no absolute requirement to agree. So, Stu, what
else can you do?
A reasonable middle ground would be to identify a
pay raise with options: such as $XXX per week
during option 1 and $XXX per week during option 2.
=>FAILURE TO DELIVER.
In the event that you (artist) fail to deliver the
Commission Material provided for, you expressly agreed
and covenanted, that...you will deliver or cause to be
delivered...ALL OF THE COMMISSIONED MATERIAL herein provided
for before you do any work for or furnish or cause to be
furnished any literary or artistic material to any other
person or party.
And...:
In the event you fail to deliver the finished art
work at least ten (10) weeks before publication then
(a) Syndicate shall have the right, among others, to
have any and all such material prepared for the balance
of this Agreement by substitute(s) of the Syndicate's
selection, and (b) Syndicate shall have all rights in
any and all materials so prepared,and (c) Syndicate
shall have the right to deduct from any and all monies
due you all of Syndicate's actual costs and expenses
incurred in having such materials prepared for it
by substitute(s) and have the same delivered to it.
Should you fail at any time during the term of this
Agreement to deliver the material at the time called
for herein...
These clauses carry the most severe wording in the contract,
wording which left the artist extremely worried.
THE ARTIST QUERIED:
Is this a non-compete clause? Am I agreeing not to do any
artwork for anyone else before I do my weekly assignment?
If so, this seems unfair. I have no intention of failing
to deliver, but if I do these drastic consequences seem
unnecessary.
The clause certainly could be read as a No-Compete Clause.
Let's look at the clause in context. The Syndicate seems to
want assurances, that the artist will not take other jobs that
would conflict with meeting obligations to King. Does King
accomplish anything with intimidating language which alienates
the artist? We understand that the artist's failure to deliver
carries very severe consequences to King which is under contract
to deliver in a timely fashion to its clients. Still, the client
assumes that they can control the workflow in the artist's studio,
which is a wrong-headed assumption. As long as the work is completed
and delivered on time the terms of the contract should be considered
satisfied.
MORE INSIGHT FROM STU:
The first paragraph is very strict. King Features realizes
that the artist will have other illustration work, and
they may fear that the artist may fail to deliver if the
other work is more lucrative. Under the provision, the artist
can juggle other work. In the event that the artist ever
misses his deadline schedule, however, the artist must forsake
all other work until he has finished ALL work under the King
Features contract.
ALL WORK! This provision is so harsh that it is likely
that the person writing it did not realize its severity.
What would be a reasonable compromise, is to require that
the artist bring his work current before working on other
projects.
This revision could be accomplished by adding the following
language to the end of the paragraph:
"...or party until you are brought current with the
Syndicate's delivery schedule."
STU ADDS:
The second paragraph reserves certain remedies to King
Features in the event that the artist fails to deliver.
Strong measures include the right to fire the artist and to
have others prepare the work. With typical syndicate contacts
such provisions are unacceptable since the artist is the
copyright owner and co-venturer. Here, the syndicate and
artist have what amounts to an employer/employee relationship.
Therefore, there should be a provision that limits King
Features to, at worst, firing the artist, instead of also
billing the artist for additional expernses beyond
the loss of revenue to the artist.
Such a limitation might look like this text, inserted at the
end of the first sentence:
"...delivered to it, but you [the artist] shall not be
responsible for any costs, expenses or damages exceeding
amounts due to you under this contract."
As mentioned earlier, Stu also recommends changing the contract
payment schedule from "due upon publication" (which is ten weeks
after the delivery of the work) to "due upon acceptance." This has
the obvious advantage of providing for payment ten weeks earlier,
but it also means that the syndicate would have ten less weeks of
payments that it can withhold if the artist fails to deliver.
What if the syndicate decides not to publish at all? Hmmm, another
reason to negotiate for payment "due upon acceptance."
CREDIT WHERE CREDIT IS DUE...
Stu also points out that the contract does not obligate King to
provide a written credit for the artist. Why no obligation? The
Syndicate is considered the legal author under the work-for-hire
doctrine (another reason not to sign W4H agreements). But artists
expect credit as a matter of course. In fact credits are good
advertising. So....negotiate! Provide the following provision,
inserted as a new paragraph:
"Syndicate shall include with each installment the
following credit: Illustrations by [artist]. Also,
Syndicate will not alter artist signature of the
artwork."
LAST, BUT NOT LEAST
In closing Stu also advocated changing the following warranty
and indemnity clause. Warranty/Indemnity Clauses define legal
responsibilities and methods of dispute resolution between the two
signing parties. To "indemnity" means to provide legal exemption
from penalties or liabilities incurred by one's (in this case the
artist's) actions.
=>WARRANTY/INDEMNITY
You [the artist] warrant that all Commissioned Material delivered
hereunder will be new and original, free from plagiarized,
defamatory, copyright infringing or otherwise unlawful matter,
or matter volatile of the rights of third parties and you
agreed to indemnify Syndicate and King Features Syndicate,
Inc. from all loss, liability, damage and expenses arising
out of the breach or ALLEGED BREACH of any of said warranties.
STU'S ANALYSIS:
This provision is rather typical. Syndicates need
such language to protect themselves from lawsuits, which
can happen very easily if the artist uses other people's
work or says untrue things. The point worth negotiating
is the inclusion of indemnity for "ALLEGED BREACH" of
warranties. Such language allows the syndicate to trigger
the indemnity whether or not the artist is shown to have
actually infringed on someone's rights.
(The Monitor thinks that this sounds like the artist is guilty
without a trial.)
From the syndicate's perspective, such a provision is
helpful because almost all lawsuits settle. From the
artist's standpoint, this allowance is a financial nightmare
because the syndicate's incentive is to settle no matter
what. For example, why would the syndicate fight a $5,000
claim when it could just force the artist to pick up the
tab? The best counterproposal is to strike out the alleged
breach language.
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The Monitor would like to suggest a quick
addition to your business routine, one which
could, in the long run, save you time and
aggravation with clients. Next time a client
calls with an assignment why not close the deal
by faxing them back a copy of your studio's
Letter of Confirmation to be signed by both
parties BEFORE the work begins?
That's right...your studio Letter of Agreement,
an abbreviated contract on your Studio
letterhead, confirming your understanding
of the assignment, expected fees and contracted
rights for the assignment.
Why use a document like this? The strategy is to
place all parties in agreement about rights and
terms before the job begins. No nasty surprises
later!
Notice that we stress the word BEFORE. Contracts
faxed in by the client, after work has begun,
terms printed on the back of checks or supplied
by the artist on invoices are all examples of
after-the-fact-contracts. And working "after-the-
fact" means that you are working without written
agreement to rights and terms. Factors governing
the job, including reprint and third party
rights, alterations and the return of original
art are open to interpretation and, worse, tricks
of memory.
Also consider this: the earlier you and your
client finalize terms, the less complicated the
workflow will be later as the deadline looms--a
time when there is little energy for thoughtful
negotiation.
Letters of Agreement are also a way to sort out
good clients from bad. If a party refuses to sign
or negotiate a basic document protecting the job,
this might be an indication of even more problems
down the road. And problems can reduce the value
of the work for you and your studio.
OUT IT ON PAPER!
What follows is a basic Letter of Agreement (aka
Letter of Confirmation) based on forms and
contracts sent to us over the past year. As an
added plus, we ran it by Daniel Abraham, attorney,
illustrator, and chair of the Guild Public Affairs
Committee, for a tight overview. We've included
explanations and commentary. A formatted version of
the letter (sans commentary) can be viewed as an Acrobat
pdf on the Graphic Artists Guild Contract Monitor Web
Site at www.gag.org/contracts/contracts.html.
You can use our text to create your own basic form. Keep
a template on disk for later use. Or pre-print the Letter
of Agreement on the back of studio stationery, reserving
the front for cover letter and custom terms space.
One caveat--we'd like to emphasize the word "basic."
As always, we recommend enlisting the services of a
legal professional for complicated contractual agreements.
IT ALL STARTS HERE
Letters of Agreement look very much like standard business
letters. At the top is the basic correspondence information:
* Artist's Letterhead
* Company Name;
* Address; Phone; Fax; E-mail
* Your tax ID (Social Security) number
* A title: Art Commission Contract
(alternately, Agreement; Confirmation
of Engagement)
Unlike a standard business letter, the LOA
requires a specific reply, and it is important
that the instruction not be buried.
* This Agreement must be signed and returned before
Artist can schedule or begin this job.
Now the letter format continues:
* Date
* Name of Client/Company
* Address
* Phone/FAX
* Shipping (FedEx, Airborne) Number
* Name of Person Commissioning Art
* Your job number (will also be the invoice number);
The body of the letter both defines the job and assigns rights.
=>PROJECT TITLE (if any; client's purchase order
number, if available.)
=>DESCRIPTION (subject matter; size; color or black
and white; media; any relevant production
information.)
=>SCHEDULE (due dates) Sketch_____, Final_____
=>COPYRIGHT USAGE
Before we show you the rights clause The Monitor
would like to explain why you should use the title:
"copyright usage" instead of simply "usage." While
dealing with the Board of Equalization in California,
the Guild learned that the Board bases their denial
of the existence of copyright interests in reproduction
rights contracts in part on the lack of appearance of
the specific word "copyright." Describing usage as a
"copyright" sale eliminates the argument
Your LOA should include under copyright usage:
Rights transferred; duration of usage; limitations
on media in which used (if not covered under
"rights," e.g., print rights only, no electronic
usage); limitations on number of insertions (if
appropriate); limitations on geographical use
(ie. North American, English speaking editions, etc).
Owner of Original Art (only if different from below)
=>FEE FOR RIGHTS GRANTED (List the fee here)
=>TERMS (Note that numbering the terms in the body
of the contract can serve as a good navigational
support during negotiations).
1) RESERVATION OF RIGHTS: All rights not
expressly granted above are retained by the
Artist, including any electronic rights or
usage, and including, but not limited to,
all rights in sketches, comps or other
preliminary materials. Any use additional to
that expressly granted above requires
arrangement for payment of a separate fee.
Technically, all rights not specifically signed over remain
with the artist. However, the above clause backs up the
assignment of rights and further protects the artist.
2) REVISIONS: Revisions may be made only by
the Artist at the sketch stage. Additional
fees will be charged for revisions made
after (insert your standard here) sketches,
and for revisions reflecting a new direction to
the assignment, or new conceptual input.
We recommend the revision clause above as a matter
of studio policy. Here, the artist sets reasonable
limitations for revisions as well as fees for
unexpected changes. How many revisions are acceptable
to you? You may need to negotiate the amount of revisions
you are willing to make. Notice that the clause requires
the client to provide solid direction or to at least
compensate the artist if the established direction changes.
3) CANCELLATION AND KILL FEES: Cancellation
("kill") fees are due based on the amount of
work completed. Fifty percent (50%) of the final
fee is due within 30 days of notification that
for any reason the job is canceled or postponed
before the final stage. One hundred percent (100%)
of the total fee is due despite cancellation or
postponement of the job if the art has been completed.
Upon cancellation or kill all rights to the art revert
to the Artist and all original art must be returned,
including sketches, comps, or other preliminary materials.
This clause helps to establish payment terms for
partial and/or completed work even if the job is
canceled. The ownership of rights and the work
itself is also clearly defined. For more on Kill
fees see the Graphic Artist's Guild Handbook: Pricing
and Ethical Guidelines, as well as the
glossary on the Contract Monitor Website at
www.gag.org/contracts/contracts.html.
4) CREDITS AND COPIES: A credit line suitable to
the design of the page will be used. Client
agrees to pay an additional fifty percent (50%)
of the total fee, excluding expenses, for
failure to include credit line. Credit line is
required independent of Artist's signature,
which shall be included at Artist's discretion
unless otherwise agreed in writing above. Client
agrees to provide Artist with ten (10) sample
copies of any printed material.
5) PAYMENT: Payment for finished work is due
upon acceptance, net thirty (30) days. The
Client's right to use the work is conditioned
upon receipt of payment within thirty days of
acceptance, and upon Client's compliance with
the terms of this agreement. A two percent (2%)
monthly service charge will be billed against
late payment.
6) ORIGINAL ART: Original art remains the
property of the Artist unless expressed in
the agreement. Client is responsible for
return of original art in undamaged condition
within thirty (30) days of first reproduction.
7) ADDITIONAL EXPENSES: If Client does not
provide a courier/shipping number in the space
provided above, shipping charges will be added
to the final invoice. Client agrees to reimburse
Artist for the following expenses:
_____Messengers; _____Models;_____Props;
_____Travel; ____Telephone; _____Proofs;
____Transport Disks; ____Transparencies;
____Film Output; ____Other;__________
8) PERMISSIONS AND RELEASES: The Client agrees
to indemnify and hold the Artist harmless
against any and all claims, costs, and expenses,
including attorney's fees, due to materials
included in the Work at the request of the
Client for which no copyright permission or
privacy release was requested, or for which uses
exceed the uses allowed pursuant to a permission
or release.
9) MISCELLANY: This Agreement shall be binding
upon the parties, their heirs, successors,
assigns, and personal representatives. This
Agreement constitutes the entire understanding
of the parties. Its terms can be modified only
by an instrument in writing signed by both
parties, except that the Client may authorize
expenses or revisions orally. No terms attached
to any check for payment under this Agreement
can modify the Agreement except under an
independent instrument in writing signed by both
parties. Any dispute regarding this agreement
shall be arbitrated in [your city and state here]
under the rules of the American Arbitration Association
and the laws of [state of arbitration]. A waiver of a
breach of any of the provisions of this Agreement shall
not be construed as a continuing waiver of other
breaches of the same or other provisions. This
Agreement shall be governed by the laws of the
State of (insert name of your state here) and
courts of such state shall have exclusive jurisdiction
and venue.
Not that inserting the name of your state above prevents
court actions from taking place in another locale,
which could be costly to you.
Now, formalize the form with a signature area.
* Artist Signature/Date
* Client Contact Signature/Title/Date
* Accounts Payable Contact Name/Phone
So, that's the basics! We've kept the wording tight so
that it can fit on one 8.5 by 11 inch page. In closing,
The Monitor reminds you to: Always customize the description
and terms to fit the job you are doing and...be open to
negotiation with your client as well as ready to walk away
from a bad deal.
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The Graphic Artists Guild National Contract Monitor is an
intermittent e-mail service published by the Graphic Artists
Guild, a not-for-profit organization headquartered in the
State of New York. Information provided in the Contract
Monitor is accurate to the best of our knowledge as of the
date shown above. The Graphic Artists Guild provides this
information to members to help them make informed choices.
The Guild encourages reproduction and distribution of this
document for the benefit of free-lance artists and designers.
Please credit the Graphic Artists Guild, and do not alter
contents.
Back issues of the National Contract Monitor are posted at
www.gag.org/contracts/contracts.html. The web site also
contains a glossary of legalese and other useful features.
The Graphic Artists Guild promotes and protects the
economic interests of its members. It is committed
to improving conditions for all creators of graphic
art, and to raising standards for the entire industry.
The Guild is a union that embraces creators at all
levels of skill and expertise who produce graphic art
intended for presentation as originals or reproductions.
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For submissions/comments, send your request to
Paul Basista at <execdir@gag.org>
Inquiries and information are always welcome.
Graphic Artists Guild
Contracts Committee
90 John Street, Suite 403
New York, NY 10038
212-791-3400
212-791-0333 (fax)
www.gag.org
(c) 1998 Graphic Artists Guild
Paul Basista, CAE
Executive Director
Graphic Artists Guild
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