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This Creative Works Agreement is an agreement is between a company hiring an individual performing creative works such as a writing or artwork. This agreement mainly lays down terms of the ownership of the work product and work for hire terms. This document in its draft form contains numerous of the standard clauses commonly used in these types of agreements, as well as opportunities to add additional language to allow for customization to ensure the specific terms of the parties' agreement are addressed. Use this agreement when hiring individuals performing creative works such as writing, and artwork.
This Creative Works Agreement is an agreement is between a company hiring an individual performing creative works such as a writing or artwork. This agreement mainly lays down terms of the ownership of the work product and work for hire terms. This document in its draft form contains numerous of the standard clauses commonly used in these types of agreements, as well as opportunities to add additional language to allow for customization to ensure the specific terms of the parties' agreement are addressed. Use this agreement when hiring individuals performing creative works such as writing, and artwork. CREATIVE WORKS AGREEMENT THIS CREATIVE WOKRS AGREEMENT (“Agreement”) is made this ___________ day of ___________ 20 __, by and between _____________________________(hereinafter referred to as the "Publisher"), a company organized, and existing under the laws of the State of ____________, with its principle place of business located at _____________________, and ___________________________, (hereinafter referred to as the "Writer"), an individual with his or her principle place of residence at __________________________________________. WHEREAS, the Writer is commissioned to write an article of approximately ____words, with a working title of ____. This legal and written agreement represents services contracted by the Publisher for the Writer to provide creative commercial services for the following project: _________________________________________________________________ (“Project”). The parties hereto agree as follows: 1. STATEMENT OF WORK. Writer agrees to perform the services (“Work”) as set forth in Annexure 1 attached and made a part of the Agreement. The completion of the Manuscript shall follow the schedule (“Milestone Deliverables”) as set forth in the Annexure 1 attached. 2. OWNERSHIP RIGHTS. 2.1 All rights, title and interest in the following shall be the sole and exclusive property of the Publisher including: (i) All materials, including but not limited to Word files, tapes, and completed manuscript, the completed Project and/or other product resulting from this effort; (ii) The content of the subject matter of the Project provided by the Publisher; (iii) Any ideas, works, documentation or notes conceived related to the Project; (iv) All writings and work product by the Writer related to or associated with the Project; 2.2 To the extent that ownership of the items stated above does not automatically vest in the Writer, the Writer agrees to transfer and assign to the Publisher all right, title and interest in and to the same, whether or not copyright applications are filed thereon. 2.3 If the Publisher is required to obtain the Writer’s consent to register any US and foreign copyrights related to the Project, the Writer shall provide his/her consent and transfer and assign any of his/her interest as stated herein. 2.4 Writer shall retain no rights whatsoever to its specific content, sales, marketing, distribution, resale, reprinting, or use, except as specified within this agreement. The provisions of this Section on “Ownership Rights” shall survive the termination of this Agreement. 2.5 Writer acknowledges that the Publisher reserves editorial rights as to grammar, spelling, deletions, formatting, and other minor changes that do not affect the material content of the piece. Should the Publisher ask the Writer to revisions, the Writer shall promptly make changes to the Articles as requested. The Publisher may illustrate the Articles with photographs and/or © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 2 illustrations and if requested, Writer agrees to reasonably assist in writing of captions or procuring photographs. 2.6 Writer agrees that Publisher may make any changes or additions to the Work prepared by Writer, which Publisher in its sole discretion may consider necessary, and may engage others to do any or all of the foregoing, with or without attribution to Writer. Writer further agrees to waive any so-called moral rights in the Work. 2.7 Publisher may use the whole or a part of the Project generated as it fits without additional compensation to the Writer; however the Publisher is not obligated to use such materials. 3. CREDITS. 3.1 The Publisher shall, or shall by contract, require any license to refer to Writer as the Writer of the Article. Publisher may also use or authorize the use of Writer’s name and pertinent biographical data in connection with the advertising or promotion of any publication of the Article. 4. CONFIDENTIAL INFORMATION: 4.1 Writer understands and agrees that all information related to the Project /website, including without limitation, its content, writings, work product, audio tapes, notes and diagrams, is of great value and high importance to [Publisher] (“Confidential Information”). Accordingly, Writer agrees not to disclose to anyone, either during or after the term of this Agreement, any Confidential Information obtained or developed by Writer while working on the Project /Website and related project. 4.2 Upon expiration of this Agreement, Writer agrees to deliver to [Publisher] all documents, papers, drawings, tabulations, reports, audio tapes, video tapes and similar documentation and recording devices as applicable which are furnished to or produced by Writer pursuant to this Agreement. 4.3 Upon the expiration or termination of this Agreement, Writer agrees to make no further use or utilization of any Confidential Information. Writer may only disclose Confidential Information to third parties upon the express written consent of Publisher. The provisions of this Section on “Confidential Information” shall survive the termination of this Agreement. Likewise, Publisher will accept sole responsibility and liability for the written contents of this project in which he exclusively provides. 5. WORK FOR HIRE. 5.1 Writer expressly acknowledges that the material contributed by Writer hereunder, and Writer’s services hereunder, are being specially ordered and commissioned by Publisher for use in connection with the preparation of the fictional Project. The Work contributed by Writer hereunder shall be considered a "work made for hire" as defined by the copyright laws of the United States. Publisher shall be the sole and exclusive owner and copyright proprietor of all © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 3 rights and title in and to the results and proceeds of Writer r services hereunder in whatever stage of completion. If for any reason the results and proceeds of Writer services hereunder are determined at any time not to be a "work made for hire", Writer hereby irrevocably transfer and assign to us all right, title and interest therein, including all copyrights, as well as all renewals and extensions thereto. 6. PAYMENTS. 6.1 The Parties hereby agrees that the total payment for the services performed by Writer for the Project shall be ____________________ DOLLARS ($_____). 6.2 The Publisher may abort the project and/ or cancel the contract with the Writer in its sole discretion but it is agreed that in such an event Publisher shall be obligated to pay Writer for the services performed to that date. The Publisher shall provide Writer with a written notice expressing such an intention. 6.3 The Publisher has full authority to cease payments if work is not completed. In such an event when work is not completed according to Annexure 1 and by the Completion date, Writer shall be obligated to refund full amount of payment made and interest accrued till date to the Publisher. 6.4 Writer will be responsible for withholding, accruing and paying all income, social security and other taxes and amounts required by law for the Payments (as defined above Clause 6.1). Writer will also be responsible for all statutory insurance and other benefits required by law for Writer and the Staff and all other benefits promised to the Staff by the Writer, if any. The Writer shall provide Publisher with a completed W-9 form. 7. EXPENSES. 7.1 Writer shall bear the full expenses of transcriptions, telephone calls, postage, travel, lodging, typing/word processing services, and other expenses as related to the Book, and subject to the Publisher’s approval. No expense will be incurred without the Publisher's prior knowledge and consent. For bookkeeping purposes, Writer must enclose an invoice and Writer’s expense receipts after the Manuscript is accepted for publication. 8. TERM AND TERMINATION. 8.1 This Agreement will commence on __________ and expire on _____________. 8.2 Either Party has the right to terminate this Agreement upon a prior written notice to the other party of 14 days. It is agreed and understood that if the Publisher terminates this Agreement for any reason, except as provided in Clause 8.3, the Publisher shall make full payment till the date to which Writer has worked. Writer agrees that if Writer terminates this Agreement, Writer shall refund all payments made till date to the Publisher. 8.3 The Publisher has the full authority and right to terminate this Agreement if the work product and the manuscript is of low quality. In such an event, the Publisher shall not be obligated to pay any amount outstanding till that date to Writer. The Publisher shall have the right to terminate the Agreement without any notice period and shall have the right to demand refund of the payment made till date from the Writer. 9. ROYALTIES. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 4 9.1 The Publisher will retain all royalties and other income produced from the sale of this book in any form. Writer surrenders all claims to further income related to the Book, except as stated in a separate written instrument signed by both the Publisher and Writer. 10. ACKNOWLEDGEMENTS. 10.1 By Writer: i. Writer represents that, except with respect to material furnished to Writer by Publisher, Writer is the sole author of the Work and all of Writer’s services are original and not copied in whole or in part from any other work; that Writer’s Work is not libelous or obscene, or knowingly violates the right of privacy or publicity, or any other rights of any person, firm or entity. Writer guarantees that all the materials, final deliverables Writer submits to Publisher are free of plagiarism, and that the facts contained in the Project are accurate. ii. Writer will not authorize the publication of any material, which appears in this Project which is similar publications and/ or for any competitor of the publication, without expressed written consent from Publisher. 11. DISPUTE RESOLUTION. 11.1 Any dispute arising regarding the interpretation or implementation of this Agreement, including any claims for breach of this Agreement, shall be resolved by submitting the claim for arbitration to the American Arbitration Association in accordance with its rules and procedures applicable to commercial disputes. The location of any arbitration hearing shall be [insert location most convenient to Publisher office] __________[State], and any enforcement of the arbitrator's decision shall be brought in the Superior Court of _____________. 12. ATTORNEY'S FEES. 12.1 In any action brought by a party to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and costs. The prevailing party shall be entitled to the reasonable value of any services provided to it by in-house counsel. The reasonable value of services provided by in-house counsel shall be calculated by applying an hourly rate commensurate with prevailing market rates charged by attorneys in private practice for such services. 13. THE WAIVER. 13.1 Waiver by either the Publisher or Writer hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver. 14. INDEMFICATION. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 5 14.1 Writer agrees to indemnify and hold harmless the Publisher for any liability which is attributable to the negligent actions or failure to act of Writer. The maximum amount of liability will be the sum of fees due to Writer for the previous ___ months at the time that the claim for liability is made by the Publisher. 15. NOTICE. 15.1 Any notice or other communication under this Agreement shall be considered given when delivered personally or delivered by first class mail or express courier service (such as DHL Courier or Federal Express Courier) to the parties at their respective addresses set forth below (or at such other address as a party may specify by notice made pursuant to the terms of this Clause 15): Notices as to Writer: ____________________________(specify address) Notices to the Publisher: ___________________: (specify address) 16. REPRESENTATIONS AND WARRANTIES. 16.1 Writer shall make no representations, warranties, or commitments binding the Publisher without the Publisher’s prior consent. 17. ENFORCEABILITY. 17.1 If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, the reminder of the Agreement shall remain in full force and effect and shall in no way be impaired. 18. MISCELLANEOUS. 18.1 Entire Agreement and Amendments. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and replaces and supersedes all other agreements or understandings, whether written or oral. No amendment or extension of this Agreement shall be binding unless in writing and signed by both parties. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 6 18.2 Binding Effect. This Agreement shall be binding upon and shall serve to the benefit of Writer and the Publisher and to Publisher's successors and assigns. 18.3 Assignment or Subcontracting. Writer may not assign or transfer this Agreement or any interest therein or subcontract any portion of the Statement of Work. 18.4 Governing Law, Severability. This Agreement shall be governed by the laws of the State of __________[State] . The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision. IN WITNESS WHEREOF, Writer hereby acknowledges that Writer has read this Agreement, understands it, agrees to it, and has been given a copy. Writer _____________________ By: ______________ ____ Date:_________________ The Publisher _____________________ By: __________________ Date:_________________ © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 7 ANNEXURE 1 STATEMENT OF WORK AND MILESTONES DELIVERABLES © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 8
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