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#Actualbschmidt1962

Posted 07 November 2012 - 07:52 PM

Hi Nick,

I'm afraid that is a pretty terrible work for hire agreement from your perspective (as the Client).
It is missing an important element (a Warrant) and has one terrible clause (Indemnification). And nowhere does it explicitly state that the work done should be considered a "work for hire."

It is missing a "Warrant".. That is a clause that specifically states that the artist/composer, etc will create and deliver a new, original work free of any other copyrights.

Here's the terrible clause:.
Clause 8, INDEMNIFICATION
The way that is worded, YOU (the Client) are "indemnifying" the Service provider. In short, that means that no matter what they give you, they are not responsible for it.
Suppose you hired a composer under this agreement, and they knowingly or unknowingly copied someone else's music. Then your game is released and the REAL composer of the music sees it, and says to himself "Hey..that's my music." He sues you, and wins a big $ judgement against you. The Indemnification clause means that you have no recourse against the person you hired! You have "indemnified" them, or absolved them of responsibility So you and you alone must pay the actual composer the big $ damages.

In fact, usually a work for hire had an indemnification clause that is exactly the opposite of what you have-- the Service provider will a) Specifically warrant that the work they deliver is original and b) indemnify YOU (the client) against damages. So if you get sued over something they deliver, they are responsible.

Here is a much better example of a work for hire agreement:
Link To Better Agreement

Note Section 3. It specifically states that the Artist (Service Provider) will create and deliver original work, and the Artist will indemnify the Client! That is the exact opposite of your agreement. That is much more typical.
I also like the Princeton WFH agreement better because it specifically states that the work created is a "Work for Hire."

Note: I am not a lawyer and this is not legal advice. I'm just a random guy in an internet forum, who's had some experience on both sides of contract negotiations.

However, here is some advice. When someone does their first contract, it is well worth a trip to a lawyer-- book an hour of their time-- and have them explain what all the different sections of the contract mean. Ask questions until you understand what the basic meaning of each of the sections is. After you've done one or two, you'll feel confident enough to do it on your own. But for your first--- it is best to get professional advice.

Brian Schmidt
Brian Schmidt Studios

#7bschmidt1962

Posted 07 November 2012 - 07:46 PM

Hi Nick,

I'm afraid that is a pretty terrible work for hire agreement from your perspective (as the Client).
It is missing an important element (a Warrant) and has one terrible clause (Indemnification). And nowhere does it explicitly state that the work done should be considered a "work for hire."

It is missing a "Warrant".. That is a clause that specifically states that the artist/composer, etc will create and deliver a new, original work free of any other copyrights.

Here's the terrible clause:.
Clause 8, INDEMNIFICATION
The way that is worded, YOU (the Client) are "indemnifying" the Service provider. In short, that means that no matter what they give you, they are not responsible for it.
Suppose you hired a composer under this agreement, and they knowingly or unknowingly copied someone else's music. Then your game is released and the REAL composer of the music sees it, and says to himself "Hey..that's my music." He sues you, and wins a big $ judgement against you. The Indemnification clause means that you have no recourse against the person you hired! You have "indemnified" them, or absolved them of responsibility So you and you alone must pay the actual composer the big $ damages.

In fact, usually a work for hire had an indemnification clause that is exactly the opposite of what you have-- the Service provider will a) Specifically warrant that the work they deliver is original and b) indemnify YOU (the client) against damages. So if you get sued over something they deliver, they are responsible.

Here is a much better example of a work for hire agreement:
Link To Better Agreement

Note Section 3. It specifically states that the Artist (Service Provider) will create and deliver original work, and the Artist will indemnify the Client! That is the exact opposite of your agreement. That is much more typical.
I also like the Princeton WFH agreement better because it specifically states that the work created is a "Work for Hire."

Note: I am not a lawyer and this is not legal advice. I'm just a random guy in an internet forum, who's had some experience on both sides of contract negotiations.

However, here is some advice. When someone does their first contract, it is well worth a trip to a lawyer-- book an hour of their time-- and have them explain what all the different sections of the contract mean. After you've done one or two, you'll feel confident enough to do it on your own. But for your first--- it is best to get professional advice.

Brian Schmidt
Brian Schmidt Studios

#6bschmidt1962

Posted 07 November 2012 - 07:44 PM

Hi Nick,

I'm afraid that is a pretty terrible work for hire agreement from your perspective (as the Client).
It is missing an important element (a Warrant) and has one terrible clause (Indemnification). And nowhere does it explicitly state that the work done should be considered a "work for hire."

It is missing a "Warrant".. That is a clause that specifically states that the artist/composer, etc will create and deliver a new, original work free of any other copyrights.

Here's the terrible clause:.
Clause 8, INDEMNIFICATION
The way that is worded, YOU (the Client) are "indemnifying" the Service provider. In short, that means that no matter what they give you, they are not responsible for it.
Suppose you hired a composer under this agreement, and they knowingly or unknowingly copied someone else's music. Then your game is released and the REAL composer of the music sees it, and says to himself "Hey..that's my music." He sues you, and wins a big $ judgement against you. The Indemnification clause means that you have no recourse against the person you hired! You have "indemnified" them, or absolved them of responsibility So you and you alone must pay the actual composer the big $ damages.

In fact, usually a work for hire had an indemnification clause that is exactly the opposite of what you have-- the Service provider will a) Specifically warrant that the work they deliver is original and b) indemnify YOU (the client) against damages. So if you get sued over something they deliver, they are responsible.

Here is a much better example of a work for hire agreement:
Link To Better Agreement

Note Section 3. It specifically states that the Artist (Service Provider) will create and deliver original work, and the Artist will indemnify the Client! That is the exact opposite of your agreement. That is much more typical.
I also like the Princeton WFH agreement better because it specifically states that the work created is a "Work for Hire."

Note: I am not a lawyer and this is not legal advice. I'm just a random guy in an internet forum, who's had some experience on both sides of contract negotiations.

However, here is some advice. When someone does their first contract, it is well worth a trip to a lawyer-- book an hour of their time-- and have them explain what all the different sections of the contract mean. After you've done one or two, you'll feel confident enough to do it on your own. But for your first--- it is best to get professional advice.

Brian Schmidt
Brian Schmidt Studios

#5bschmidt1962

Posted 07 November 2012 - 07:42 PM

Hi Nick,

I'm afraid that is a pretty terrible work for hire agreement from your perspective (as the Client).
It is missing an important element (a Warrant) and has one terrible clause (Indemnification). And nowhere does it explicitly state that the work done should be considered a "work for hire."

It is missing a "Warrant".. That is a clause that specifically states that the artist/composer, etc will create and deliver a new, original work free of any other copyrights.

Here's the terrible clause:.
Clause 8, INDEMNIFICATION
The way that is worded, YOU (the Client) are "indemnifying" the Service provider. In short, that means that no matter what they give you, they are not responsible for it.
Suppose you hired a composer under this agreement, and they knowingly or unknowingly copied someone else's music. Then your game is released and the REAL composer of the music sees it, and says to himself "Hey..that's my music." He sues you, and wins a big $ judgement against you. The Indemnification clause means that you have no recourse against the person you hired! You have "indemnified" them, or absolved them of responsibility So you and you alone must pay the actual composer the big $ damages.

In fact, usually a work for hire had an indemnification clause that is exactly the opposite of what you have-- the Service provider will a) Specifically warrant that the work they deliver is original and b) indemnify YOU (the client) against damages. So if you get sued over something they deliver, they are responsible.

Here is a much better example of a work for hire agreement:

http://www.princeton.edu/communications/services/docs/Work-for-Hire-Agreement-(00006553).pdf


Note Section 3. It specifically states that the Artist (Service Provider) will create and deliver original work, and the Artist will indemnify the Client! That is the exact opposite of your agreement. That is much more typical.
I also like the Princeton WFH agreement better because it specifically states that the work created is a "Work for Hire."

Note: I am not a lawyer and this is not legal advice. I'm just a random guy in an internet forum, who's had some experience on both sides of contract negotiations.

However, here is some advice. When someone does their first contract, it is well worth a trip to a lawyer-- book an hour of their time-- and have them explain what all the different sections of the contract mean. After you've done one or two, you'll feel confident enough to do it on your own. But for your first--- it is best to get professional advice.

Brian Schmidt
Brian Schmidt Studios

#4bschmidt1962

Posted 07 November 2012 - 07:42 PM

Hi Nick,

I'm afraid that is a pretty terrible work for hire agreement from your perspective (as the Client).
It is missing an important element (a Warrant) and has one terrible clause (Indemnification). And nowhere does it explicitly state that the work done should be considered a "work for hire."

It is missing a "Warrant".. That is a clause that specifically states that the artist/composer, etc will create and deliver a new, original work free of any other copyrights.

Here's the terrible clause:.
Clause 8, INDEMNIFICATION
The way that is worded, YOU (the Client) are "indemnifying" the Service provider. In short, that means that no matter what they give you, they are not responsible for it.
Suppose you hired a composer under this agreement, and they knowingly or unknowingly copied someone else's music. Then your game is released and the REAL composer of the music sees it, and says to himself "Hey..that's my music." He sues you, and wins a big $ judgement against you. The Indemnification clause means that you have no recourse against the person you hired! You have "indemnified" them, or absolved them of responsibility So you and you alone must pay the actual composer the big $ damages.

In fact, usually a work for hire had an indemnification clause that is exactly the opposite of what you have-- the Service provider will a) Specifically warrant that the work they deliver is original and b) indemnify YOU (the client) against damages. So if you get sued over something they deliver, they are responsible.

Here is a much better example of a work for hire agreement:

http://www.princeton.edu/communications/services/docs/Work-for-Hire-Agreement-(00006553).pdf


Note Section 3. It specifically states that the Artist (Service Provider) will create and deliver original work, and the Artist will indemnify the Client! That is the exact opposite of your agreement. That is much more typical.
I also like the Princeton WFH agreement better because it specifically states that the work created is a "Work for Hire."

Note: I am not a lawyer and this is not legal advice. I'm just a random guy in an internet forum, who's had some experience on both sides of contract negotiations.

However, here is some advice. When someone does their first contract, it is well worth a trip to a lawyer-- book an hour of their time-- and have them explain what all the different sections of the contract mean. After you've done one or two, you'll feel confident enough to do it on your own. But for your first--- it is best to get professional advice.

Brian Schmidt
Brian Schmidt Studios

#3bschmidt1962

Posted 07 November 2012 - 07:42 PM

Hi Nick,

I'm afraid that is a pretty terrible work for hire agreement from your perspective (as the Client).
It is missing an important element (a Warrant) and has one terrible clause (Indemnification). And nowhere does it explicitly state that the work done should be considered a "work for hire."

It is missing a "Warrant".. That is a clause that specifically states that the artist/composer, etc will create and deliver a new, original work free of any other copyrights.

Here's the terrible clause:.
Clause 8, INDEMNIFICATION
The way that is worded, YOU (the Client) are "indemnifying" the Service provider. In short, that means that no matter what they give you, they are not responsible for it.
Suppose you hired a composer under this agreement, and they knowingly or unknowingly copied someone else's music. Then your game is released and the REAL composer of the music sees it, and says to himself "Hey..that's my music." He sues you, and wins a big $ judgement against you. The Indemnification clause means that you have no recourse against the person you hired! You have "indemnified" them, or absolved them of responsibility So you and you alone must pay the actual composer the big $ damages.

In fact, usually a work for hire had an indemnification clause that is exactly the opposite of what you have-- the Service provider will a) Specifically warrant that the work they deliver is original and b) indemnify YOU (the client) against damages. So if you get sued over something they deliver, they are responsible.

Here is a much better example of a work for hire agreement:

http://www.princeton.edu/communications/services/docs/Work-for-Hire-Agreement-(00006553).pdf


Note Section 3. It specifically states that the Artist (Service Provider) will create and deliver original work, and the Artist will indemnify the Client! That is the exact opposite of your agreement. That is much more typical.
I also like the Princeton WFH agreement better because it specifically states that the work created is a "Work for Hire."

Note: I am not a lawyer and this is not legal advice. I'm just a random guy in an internet forum, who's had some experience on both sides of contract negotiations.

However, here is some advice. When someone does their first contract, it is well worth a trip to a lawyer-- book an hour of their time-- and have them explain what all the different sections of the contract mean. After you've done one or two, you'll feel confident enough to do it on your own. But for your first--- it is best to get professional advice.

Brian Schmidt
Brian Schmidt Studios

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