Reference no: EM132374858

Assignment

After meetings with your client, Quick Bros. Animation, in a contract negotiation, your notes are as follows:

CLIENT NOTES FOR DEAL

Talent - Jeff Sohn, 30 Quaker Ridge Road, Los Angeles, CA

Services - Compose, Orchestrate and record 6.5 minutes of background music, scored to the cartoon, for the animation.

Compensation - $20,000 payable $5,000 now, $5,000 on approval of scratch track, $5,000 on approval of Orch. And $5,000 on delivery
Production Schedule - Scratch track delivered 30 days from execution, Orchestration delivered 45 days from execution, Delivery of final track - 60 days from execution

We get to approve each delivery in our sole discretion

Make sure we can get an injunction against him but he can not get one against us.
No Merchandising rights to Jeff Sohn's name & likeness
Sohn should get a credit in the onscreen credits for the Animation
We get a 30 day cure period for any alleged breach
Can reveal confidential information if required in court of law.
If terminated without cause, Sohn gets full pay.
California law to apply, Los Angeles courts

Please use the template below and adjust it as needed to draft a contract for your client on the terms required by your notes, above. However, consider that some of the provisions you are adding may require you to add new sections to the contract.

Also, please briefly explain your changes to the template.

QUICK BROTHERS ANIMATION, INC.
c/o Jesse Quick
651 Franklin Street
Brooklyn, NY 11233
AGREEMENT made and entered into this _____________ by and between Quick BROTHERS ANIMATION, INC., a New York Corporation with offices at c/o Jesse Quick, 651 Franklin St., Brooklyn, NY 11233 (hereinafter called "Producer") and whose address is _______________________________ (hereinafter called "Talent").

1. DESCRIPTION OF SERVICES. Talent agrees to perform, and/or that they have performed, the services set out on Schedule "A" hereto for Producer in connection with that specific aspect of a project Producer is undertaking for Tales Unlimited, Inc., (hereinafter called the "Program"). The aspect of the Program that Talent is working on is also identified on Schedule "A" and is referred to herein as the "Animation."

2. INDEPENDENT CONTRACTOR. Talent's status under this Agreement is that of an independent contractor. Talent shall not be deemed an employee, agent, partner or joint venture of Producer for any purpose whatsoever, and Talent shall have no authority to bind or act on behalf of Producer. This Agreement shall not entitle Talent to participate in any benefit plan or program of Producer. Talent shall be responsible for, and agrees to comply with, obligations under federal and state tax laws for payment of income and, if applicable, self-employment tax.

3. COMPENSATION. Talent acknowledges that the total compensation for work on the Animation is set forth on Schedule "A" and shall be paid according to the fee schedule set out on Schedule "A".

4. OWNERSHIP. As between Producer and Talent, all right, title and interest in the Animation and/or the Program, including any ancillary material created in connection with the Program such as DVDs, web content, music CDs, books and other media products thereof, will at all times from the inception of their creation, belong solely and exclusively to Producer for use (or refrain from using) in any manner or media it may make or authorize throughout the world in perpetuity free of any claims whatsoever by Talent or by ay persons deriving any rights or interests from Talent. Additionally, any and all work, results of work, materials, ideas, or other creative and literary property and adaptations and arrangements thereof, and all contributions to the Animation or the Program, of any form or type whatsoever, furnished by Talent hereunder will belong solely and completely to Producer for any use it may thereafter see fit to make in any manner or media throughout the world in perpetuity, and Talent's services shall be deemed a work for hire as a specially commissioned contribution to an audio/visual work pursuant to this agreement. If it is determined that any work performed hereunder does not qualify as a work for hire, such work, together with the results of such work and all rights in it and all renewals thereof, shall be deemed transferred to Producer by this Agreement.

5. NAME AND LIKENESS. Producer may use and authorize others to use Talent's name, likeness and biographical material about Talent for Program publicity, merchandising, and institutional promotional purposes.

6. ASSIGNMENT. Producer may assign its rights hereunder in whole or in part to any person, firm or corporation; and this Agreement may be assigned by an assignee thereof; provided, however, that no such assignment shall relieve Producer of any of its obligations hereunder. Talent has no right to assign this agreement.

7. CONFIDENTIALITY. Talent agrees that any information received by Talent in connection with this Agreement concerning the personal, financial, or other affairs of Producer and/or Tales Unlimited, Inc. will be treated by the Talent in full confidence and will not be revealed to any other persons, firms, or organizations.

8. TERM AND TERMINATION. The term of this Agreement shall be as set out in Schedule "A." This Agreement may be extended by written agreement signed by the parties. Producer may terminate this Agreement with or without cause at any time. Upon such termination, compensation paid to Talent will be prorated according to the work completed and the schedules on Exhibit A. Termination or expiration of this Agreement shall not affect any rights or obligations, which have accrued prior thereto or in connection therewith.

9. COMPLIANCE. In the performance of the Services hereunder, Talent shall comply with all applicable federal, state and local laws, regulations and guidelines.

10. ENTIRE AGREEMENT. This Agreement contains the entire understanding of the parties relating to the subject matter hereof and cannot be changed or terminated except in writing subscribed to by the parties. The foregoing not withstanding, should Producer desire Talent to work on other Animations for the Project and should Talent wish to take such assignment(s), the terms of this agreement (including those of the Inducement Letter) shall control, except that the parties shall execute a new Schedule "A" for each such additional Animation Talent is to work on.

11. CONTROLLING LAW AND VENUE. This Agreement has been entered into in the State of New York and the validity, interpretation and legal effect of this Agreement shall be governed by the laws of the State of New York applicable to contracts entered into and performed entirely therein with respect to the determination of any claim, dispute or disagreement which may arise out of the interpretation, performance or breach of this Agreement. This Agreement cannot be changed or terminated orally. Any actions brought relating to this agreement shall be brought in the state or federal courts located in the State and City of New York, county of Kings and not elsewhere.

12. GENERAL.

(a) A waiver by either party of any term or condition of this Agreement in any instance shall not be deemed as a waiver of such term or condition for the future, or of any subsequent breach or as a waiver of any other term or condition.

(b) All remedies, rights, undertakings, obligations, and agreements contained in this Agreement shall be cumulative, and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of either party, except that Talent may never enjoin or interfere with the production, distribution, exhibition or other exploitation of the Program or Animation. Talent's sole remedy for any claim shall be limited to an action at law for monetary damages.
The invalidity or unenforceability of any provision of this Agreement shall in no way affect the validity or enforceability of any other provision of this Agreement.

(d) All notices shall be in writing and shall be given by personal delivery, registered or certified mail, or overnight delivery service, addressed to the party at the address first set forth in this Agreement. A notice shall be deemed given on the date of personal delivery, or if by mail, three days following the date of mail. Courtesy copies shall be sent to counsel for the respective parties.

(e) Clause headings are for convenience only and shall not affect the interpretation of any clause of this Agreement.

The parties have executed this Agreement as of the date written above.
TALENT: ________________________________________
SS#: ____________________________________________
FOR QUICK BROTHERS ANIMATION, INC.:
________________________________________________
TITLE:

SCHEDULE "A"
This schedule "A," dated _________ is an addendum to the agreement between QUICK BROTHERS ANIMATION, INC., a New York Corporation with offices at c/o Jesse Quick, 651 Franklin St., Brooklyn, NY 11233 (hereinafter called "Producer") and whose address is _______________________________ (hereinafter called "Talent").

1. Talent agrees to perform, and/or that they have performed, the following services (the "Services") in connection with the animation entitled _________ (the "Animation"):

2. The Services are to be performed on the following schedule:

3. As compensation for the Services, Talent shall be paid the following:
The parties have executed this Schedule "A" as of the date written above.
TALENT: ________________________________________
SS#: ____________________________________________
FOR QUICK BROTHERS ANIMATION, INC.:
________________________________________________
TITLE: