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URGENT!! Videographer Needs contract advice!!!

Discussion in 'Consumer Law, Contracts, Warranties' started by papa_z, Feb 1, 2019.

  1. papa_z

    papa_z Law Topic Starter New Member

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    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.
     
  2. zddoodah

    zddoodah Well-Known Member

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    I have no idea.

    Even if "normal" had some universally accepted meaning, whether something is or isn't "normal" isn't a legal question. Nor is it a legal question whether you should or shouldn't enter into a contract.

    You told us that you had a lawyer look at this, but I'm guessing you either got an hour of free time or only paid for an hour (or something similarly limited). You might want to pay for some more time, but this sounds like more of a business decision than a legal issue.
     
  3. papa_z

    papa_z Law Topic Starter New Member

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    haha, thank you for throwing a little humor in my day with answering if I was crazy or not, I am not joking either.

    as far as the legal advice. I paid for a lawyer to review the contract but after review, they didn't really answer my question as to, am I protected if they decide...."well he created it, we own it, why bother paying him he has no leg to stand on"
     
  4. adjusterjack

    adjusterjack Super Moderator

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    No, that part has to do with copyright, not payment for your services. Payment is addressed in another part of the contract.

    What does that have to do with it? (More humor.)

    Actually, it does look normal. Looks almost like the contract that my sister uses to sub out photo services and she got it off the internet.

    Again, not true. Besides, you're getting 1/2 up front. If they don't pay you the rest, you file a lawsuit.

    I can't tell you do or not do. All I can say is that the contract appears standard with regard to a "work for hire" where the client owns the copyright.
     
  5. papa_z

    papa_z Law Topic Starter New Member

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    Thank you again for the humor lol. I also appreciate the effort in your reply. I am new to this whole forum thing haha.

    I guess I was just looking for a little piece of mind......I HAVE THIS POST ON 10 different sites some videographers only and some law based. Multiple heads is much better than 1.

    Thanks again!
     
  6. Michael Wechsler

    Michael Wechsler Administrator Staff Member

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    I understand from where you're coming, not wanting to hand over the rights in full before getting paid so you want to condition the transfer of any rights or interest upon payment. I can see two parts to the work being done: (a) the original video recording; and (b) the final product with editing. Why not break down the payment schedules to address both?
     
    papa_z likes this.
  7. papa_z

    papa_z Law Topic Starter New Member

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    So basically the payment schedule is broken down like this as of now


    Exhibit A

    Online Course 1:

    Modules to be edited and uploaded to website as agreed upon emails.


    Online Course 2:

    Pilot filming on 2/27 and 2/28 and editing by 3/18


    Payment Terms


    50% down on ONLINE COURSE 2 to be paid on 2/26. Remainder to be paid on 3/31 (which is 2 weeks after the project is finished)

    $40 an hour for edits on ONLINE COURSE 1 to be invoiced at month end and paid within 30 days.
     
  8. Michael Wechsler

    Michael Wechsler Administrator Staff Member

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    It's up to you to decide what the 50% down represents and whether that is sufficient protection. Another approach is to deliver the raw video instantly, have that be paid in full, and then work on edits on a per hour basis.
     
    papa_z likes this.
  9. adjusterjack

    adjusterjack Super Moderator

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    I think you are overthinking this. Take the gig, get your front money. Do the work and see how it goes. Anything you do in life involves a certain amount of risk. But like the lottery people say "You can't win if you don't play."
     
    Michael Wechsler and papa_z like this.
  10. papa_z

    papa_z Law Topic Starter New Member

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    I think what I have learned today is that Forums are like a REALLY great support system and therapy/motivational session. Thank you all for the clarity and I hope one day I can pay it forward :)
     
  11. papa_z

    papa_z Law Topic Starter New Member

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    That is definitely a good idea..... I probably should get a contract of my own written up after this is all said and done haha.
     
  12. Michael Wechsler

    Michael Wechsler Administrator Staff Member

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    You're in a much better position having your own contracts to use as a starting point and an excellent investment considering that this is a primary source of business. Best of luck.
     

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