- Jurisdiction
- New Jersey
So I have a potential client who is subcontracting me to film and create an online course for a university/large company.
This person actually presented ME with a contract and I had it looked at by a lawyer because it seemed not to have much protection for me, surprise surprise. The lawyer confirmed my suspicions but didn't give much more detail in the specific regard to making sure I get paid for my work.
In this person's contract, it says the following
Payment Terms
Conditioned upon Videographer's performance of the Services in accordance with this Agreement, Client will pay Videographer the amounts defined in Exhibit A as the Fees. The Fees specified in Exhibit A represent Client's total financial commitment to Videographer for all Services and deliverables, applicable taxes, and other obligations under this Agreement. Client is not subject to any sales or use taxes and such taxes will not be included in this Agreement. Undisputed invoices will be paid within 30 days of receipt of invoice to the VIDEOGRAPHER. Reimbursements for reasonable and agreed upon travel related expenses shall be within 30 days of submission by Videographer.
I then asked for this to be added......
Videographer retains all ownership of and the right to withdraw or remove any content or deliverables that was filmed, edited, rendered, or uploaded. Only when paid in full for services described in Exhibit A, Scope of Work ("Services"), will full ownership and copyright be transferred to Client.
The Ownership rights say the following
Ownership rights
Videographer shall disclose promptly to Client all inventions, discoveries, formulas, processes, computer programs, algorithms, designs, trade secrets, works of authorship whether or not fixed in a tangible medium of expression and other information and know-how (collectively hereinafter "Work Product") made, discovered or developed by Videographer either alone or in conjunction with any other person or entity during the term of this Agreement. Videographer agrees that all Work Product made, discovered, developed, authored, prepared or conceived by Videographer in connection with the furtherance of this Agreement whether alone or in combination with another, whether or not on Client' premises, shall belong solely and exclusively to Client. Videographer acknowledges that, no rights whatsoever in the Work Product are retained by Videographer including the right to prepare derivative works and that any work of authorship shall be deemed a work made for hire.
This basically says that they regardless if I get paid or not they own what I do...... I'm not ok with this. I sent some amendments that I would like which looked like this (SEE BOLDED)
Videographer shall disclose promptly to Client all inventions, discoveries, formulas, processes, computer programs, algorithms, designs, trade secrets, works of authorship whether or not fixed in a tangible medium of expression and other information and know-how (collectively hereinafter "Work Product") made, discovered or developed by Videographer either alone or in conjunction with any other person or entity during the term of this Agreement as long as said items stated above relate to the specific obligations and deliverables shown in Exhibit A, Scope of work. Videographer agrees that once paid in full for services described in Exhibit A, Scope of Work ("Services"), as mentioned within the Payment Terms above, all Work Product made, discovered, developed, authored, prepared or conceived by Videographer in connection with the furtherance of this Agreement whether alone or in combination with another, whether or not on Client' premises, shall belong solely and exclusively to Client. Videographer acknowledges that, once paid in full for services described in Exhibit A, Scope of Work ("Services") as mentioned within the Payment Terms above no rights whatsoever in the Work Product are retained by Videographer including the right to prepare derivative works and that any work of authorship shall be deemed a work made for hire.
The person later responded with the following.....
I can't agree to this. This violates my agreement with THE LARGE COMPANY and PARTNERS in terms of content ownership. If you have (G-d) forbid an accident and can't work or you don't deliver then I/PARTNERS have to own the content and get someone else – regardless if you are paid or not. You stated the issue here was ensuring payment. Therefore, I have offered in the payment terms to pay you ½ before you start the work and the rest when the edits are complete by 3/18. I can't do any better than that. You meet me ½ way or not at all.
Think about what I am saying if it doesn't make sense to you then I am at loss and I suspect you will be hard pressed to get anyone to agree to the ownership rights issue.
My question is......am I crazy or is this person correct in saying this is normal. It looks like by signing this, if they decide not to pay me, I have no leg to stand on. Is this a deal I should do or does it seem too sketchy? It is a decent size contract that will lead to more work on an hourly basis. But I need to establish my expectations and protect myself from getting screwed on hundreds of hours.
This person actually presented ME with a contract and I had it looked at by a lawyer because it seemed not to have much protection for me, surprise surprise. The lawyer confirmed my suspicions but didn't give much more detail in the specific regard to making sure I get paid for my work.
In this person's contract, it says the following
Payment Terms
Conditioned upon Videographer's performance of the Services in accordance with this Agreement, Client will pay Videographer the amounts defined in Exhibit A as the Fees. The Fees specified in Exhibit A represent Client's total financial commitment to Videographer for all Services and deliverables, applicable taxes, and other obligations under this Agreement. Client is not subject to any sales or use taxes and such taxes will not be included in this Agreement. Undisputed invoices will be paid within 30 days of receipt of invoice to the VIDEOGRAPHER. Reimbursements for reasonable and agreed upon travel related expenses shall be within 30 days of submission by Videographer.
I then asked for this to be added......
Videographer retains all ownership of and the right to withdraw or remove any content or deliverables that was filmed, edited, rendered, or uploaded. Only when paid in full for services described in Exhibit A, Scope of Work ("Services"), will full ownership and copyright be transferred to Client.
The Ownership rights say the following
Ownership rights
Videographer shall disclose promptly to Client all inventions, discoveries, formulas, processes, computer programs, algorithms, designs, trade secrets, works of authorship whether or not fixed in a tangible medium of expression and other information and know-how (collectively hereinafter "Work Product") made, discovered or developed by Videographer either alone or in conjunction with any other person or entity during the term of this Agreement. Videographer agrees that all Work Product made, discovered, developed, authored, prepared or conceived by Videographer in connection with the furtherance of this Agreement whether alone or in combination with another, whether or not on Client' premises, shall belong solely and exclusively to Client. Videographer acknowledges that, no rights whatsoever in the Work Product are retained by Videographer including the right to prepare derivative works and that any work of authorship shall be deemed a work made for hire.
This basically says that they regardless if I get paid or not they own what I do...... I'm not ok with this. I sent some amendments that I would like which looked like this (SEE BOLDED)
Videographer shall disclose promptly to Client all inventions, discoveries, formulas, processes, computer programs, algorithms, designs, trade secrets, works of authorship whether or not fixed in a tangible medium of expression and other information and know-how (collectively hereinafter "Work Product") made, discovered or developed by Videographer either alone or in conjunction with any other person or entity during the term of this Agreement as long as said items stated above relate to the specific obligations and deliverables shown in Exhibit A, Scope of work. Videographer agrees that once paid in full for services described in Exhibit A, Scope of Work ("Services"), as mentioned within the Payment Terms above, all Work Product made, discovered, developed, authored, prepared or conceived by Videographer in connection with the furtherance of this Agreement whether alone or in combination with another, whether or not on Client' premises, shall belong solely and exclusively to Client. Videographer acknowledges that, once paid in full for services described in Exhibit A, Scope of Work ("Services") as mentioned within the Payment Terms above no rights whatsoever in the Work Product are retained by Videographer including the right to prepare derivative works and that any work of authorship shall be deemed a work made for hire.
The person later responded with the following.....
I can't agree to this. This violates my agreement with THE LARGE COMPANY and PARTNERS in terms of content ownership. If you have (G-d) forbid an accident and can't work or you don't deliver then I/PARTNERS have to own the content and get someone else – regardless if you are paid or not. You stated the issue here was ensuring payment. Therefore, I have offered in the payment terms to pay you ½ before you start the work and the rest when the edits are complete by 3/18. I can't do any better than that. You meet me ½ way or not at all.
Think about what I am saying if it doesn't make sense to you then I am at loss and I suspect you will be hard pressed to get anyone to agree to the ownership rights issue.
My question is......am I crazy or is this person correct in saying this is normal. It looks like by signing this, if they decide not to pay me, I have no leg to stand on. Is this a deal I should do or does it seem too sketchy? It is a decent size contract that will lead to more work on an hourly basis. But I need to establish my expectations and protect myself from getting screwed on hundreds of hours.
