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should I sign this agreement? 2222 Responses
Last post: 9 months, 3 weeks ago | Thread started: Jan 30, 08, 8:30 a.m.
- Randd
A. Contractor was hired by Company to develop corporate identity package including logo, wine hierarchy elements, hangtags, hangtag wine “journal”, store signage and associated promotional and collateral materials (collectively the “Work”), and may be an author or co-author of the Work as defined by the copyright laws of the United States.
B. Company desires to be the sole owner of all rights, including copyrights, in the Work and
acquire any such rights which Contractor may have.
In consideration of the above recitals and the promises set forth in this agreement and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. The Work is deemed a work made for hire and all right, title and interest that Contractor has or might have in and to the Work vests immediately in Company upon creation of the Work. In the event that the Work is not deemed by law to be a work for hire, Contractor hereby sells, assigns and transfers to Company all right, title and interest in the Work, including rights defined by the copyright laws in the United States and throughout the world. Company has for its own use, and for its successors and assigns, all rights in the Work that Contractor may have held had this assignment and sale not been made.
2. Contractor warrants that the Work, as submitted by Contractor to Company, is original and does not violate any copyright, trademark, patent, proprietary or statutory right of any other person.
3. Contractor waives all rights to the Work, including without limitation, any and all rights of
identification of authorship and any and all rights of approval, restriction or limitation or use or subsequent modifications.However, Contractor may use the completed Work Product and any preliminary designs for the purpose of promoting their business, for example design competitions, future publications on design, educational purposes, marketing materials, and portfolio. In these cases, for a period of one year, Contractor will obtain permission from Company before utilizing Work Product. Thereafter, Contractor has full use of Work Product
for the sole purpose of promoting their business. The parties have executed this agreement as of the date first written above.- Jan 30, 08, 8:30 a.m. – Permalink
- Studiospooky
Yeah I thought it seemed about reasonable enough as long as you're incorporating any buyout fees for creative properties into your cost... I have to confess I didn't read it all though Randd. It came at me like a whole heap of words. I got scared and went and did some work instead.
- Dog-earJan 30, 08, 8:44 a.m. – Permalink
- neue75_bold
as your long time friend, advisor and trusted confident, I'd say maybe...
- Dog-earJan 30, 08, 8:46 a.m. – Permalink
- Studiospooky
Yeah, what neue75_Bold said.
I mean... don't trust what he said.
- Dog-earJan 30, 08, 8:47 a.m. – Permalink
- neue75_bold
what point size was this set in?
- Dog-earJan 30, 08, 8:49 a.m. – Permalink
- duckofrubber
All seems fine and reasonable to me, as long as you've charged accordingly for the loss of your rights. This is pretty standard for Work for Hire. The only tricky part, really, is the need to ask permission for the first year if you use any of the work for self-promotional purposes. Make sure that you will get that permission, and I will say that you are OK.
- Dog-earJan 30, 08, 8:49 a.m. – Permalink
- Randd
yes, I was going to ixnay the period of one year permission part.
I'm willing to say it's work for hire, as long as I can put it in my portfolio as work I've done, but what do you think of this part:
"In the event that the Work is not deemed by law to be a work for hire, Contractor hereby sells, assigns and transfers to Company all right, title and interest in the Work, including rights defined by the copyright laws in the United States and throughout the world." is that ok?
- Dog-earJan 30, 08, 8:55 a.m. – Permalink
- StratusGD
I think that's ok. Going to try to check with a lawyer friend, but I'm pretty sure that they're just covering their asses and saying that, should there be a condition or a local law somewhere that classifies the work you're doing as something other than 'Work for Hire', they do, in fact, own the work.
- Dog-earJan 30, 08, 9 a.m. – Permalink
- duckofrubber
"In the event that the Work is not deemed by law to be a work for hire, Contractor hereby sells, assigns and transfers to Company all right, title and interest in the Work, including rights defined by the copyright laws in the United States and throughout the world." is that ok?
This is just saying that if, by chance, it's not Work for Hire, then you assign all your rights JUST LIKE it were Work for Hire. Just a way to say that they get all rights regardless of Work for Hire laws wherever you live.
- Dog-earJan 30, 08, 9:56 a.m. – Permalink
- duckofrubber
oh sorry, didn't read StratusGD's answer.
Um, yeah, what he said...
- Dog-earJan 30, 08, 9:57 a.m. – Permalink
- ComicSans_Rocks
This is actually a pretty reasonable contract, it is obvious that you have not received a "the standard contract" given by most interactive or ad agency basically stating that they own all intellectual property rights and usage of your work and that you are only entitled to a pay check for the work. If you disclose, and or share any intellectual property with any third parties of work that you have created for them, that you would be sued and liable for all damages, violation of a sign contract and court cost which vary state from state. And there usually stipulation that all of your ideas, thoughts, concepts, etc.. created in the workplace was sole property of the agency. At least you get a potential portfolio piece, consider this generous by the agency...
- Dog-earJan 31, 08, 12:31 a.m. – Permalink
- letters2
Logo/identity work can NOT be work for hire – below are the types of work that can be considered for a work for hire agreement.
(1) a translation, (2) a contribution to a motion picture or other audiovisual work, (3) a contribution to a collective work, (4) as an atlas, (5) as a compilation, (6) as an instructional text, (7) as a test, (8) as answer material for a test, (9) or a supplementary work.
If you want to sign over to them all rights to your work (including ideas, sketches, things you designed that they didnt use, etc.) then you should have a document that is signed by both parties doing so – in which case the kind of vague, cover-all language above would do something to that effect.
But I don't like it. there are clauses that are not reasonable. Like only being able to show the work you made for self-PR purposes, with permission from the client for up to one year (and not after). That seems a little excessive even without knowing the exact nature of the work.
In any event, if you choose to transfer rights to your work over to the client (which I would suggest doing only with the final/end product/design) then I would suggest you GET PAID for the rights. Its rather standard practice in this case to have a fee for the work and a separate fee for the selling and transfer of rights to the work unto the client.
- Dog-earJan 31, 08, 12:41 a.m. – Permalink
- Randd
to clairfy: the work is a logo, some symbols and a little collateral I did for a wine retailer. They want to expand and franchise. It seems reasonable that they want ownership of their logo--why would they want someone else to have their logo? I just want to retain some authorship to show in my portfolio, etc
- Dog-earJan 31, 08, 9:42 a.m. – Permalink
- Studiospooky
Haven't you signed that yet Randd?
Damn, I'm faxing my signature to your client RIGHT NOW...dg-dg-dg-brrrrrrrrrr-bp-bp-bbbbp…
(fax machine sound effect)- Dog-earJan 31, 08, 10:01 a.m. – Permalink
