URGENT!! Videographer Needs contract advice!!!

[papa_Z]

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.

 

[quincy]

What is the name of your state?

 

[Zigner]

Contract review is beyond the scope of this forum. Please discuss this with your attorney if you do not understand.

 

[quincy]

Members of the FreeAdvice forum cannot analyze the terms and conditions of contracts. That exceeds the scope of this forum, as Zigner noted.

Your question is less a legal question, however, and more a business decision you must make on your own, preferably with advice and guidance from an attorney in your area.

You must decide if the nonnegotiable terms offered by the client are ones you are comfortable accepting.

With work for hire agreements, anything that is created outside the scope of the employment contract is not part of the agreement and does not become the property of the client/employer.

 

[papa_Z]

What is the name of your state?

New Jersey is what the contract is based on

 

[papa_Z]

Members of the FreeAdvice forum cannot analyze the terms and conditions of contracts. That exceeds the scope of this forum, as Zigner noted.

Your question is less a legal question, however, and more a business decision you must make on your own, preferably with advice and guidance from an attorney in your area.

You must decide if the nonnegotiable terms offered by the client are ones you are comfortable accepting.

With work for hire agreements, anything that is created outside the scope of the employment contract is not part of the agreement and does not become the property of the client/employer.

I am more so worried as to weather as it sits am I still entitled to payment regardless of who owns the content that I create? or can they just say.....well he created it, we own it, why even bother paying, its ours regardless....

 

[Mass_Shyster]

You have a contract that says they'll pay you. If they don't, you sue.

 

[Zigner]

I am more so worried as to weather as it sits am I still entitled to payment regardless of who owns the content that I create? or can they just say.....well he created it, we own it, why even bother paying, its ours regardless....

Run the contract by an attorney.

 

[quincy]

New Jersey is what the contract is based on

Thank you for providing your state name, papa_Z.

Getting paid for your work is a natural concern.

It is not unusual for a client to commission a work and decide the commissioned work submitted does not meet their needs.

The client's offer to make partial payment at the start of the project does not seem to me to be an unreasonable one. It can cover your costs. If the client chooses to reject for use the final product, you have invested time but not resources.

Again, it is up to you whether to accept the terms being offered. I recommend you have the contract personally reviewed and come to a full understanding of what agreeing to the terms means for you and your ownership in the resulting work. Generally a commissioned work has little value to the creator of the work because the creator is unable to use it for any other purpose. It is only worth what the client is willing to pay.

 

[papa_Z]

Thank you for providing your state name, papa_Z.

Getting paid for your work is a natural concern.

It is not unusual for a client to commission a work and decide the commissioned work submitted does not meet their needs.

The client's offer to make partial payment at the start of the project does not seem to me to be an unreasonable one. It can cover your costs. If the client chooses to reject for use the final product, you have invested time but not resources.

Again, it is up to you whether to accept the terms being offered. I recommend you have the contract personally reviewed and come to a full understanding of what agreeing to the terms means for you and your ownership in the resulting work. Generally, a commissioned work has little value to the creator of the work because the creator is unable to use it for any other purpose.

Thank you for taking the time to help out the best you can. I actually don't care as much about ownership after the project is done....as long as I get paid haha. Past that, it has 0 value to me. My only concern is them not being able to continue using it if I don't get paid.

But it sounds like if there is a scope of work and payment terms and they end up using my creation as planned, they owe me my agreed upon monies regardless. If they refuse to pay because they already have ownership based on what those sections state, I can still sue them for the monies owed to me.

 

[quincy]

Thank you for taking the time to help out the best you can. I actually don't care as much about ownership after the project is done....as long as I get paid haha. Past that, it has 0 value to me. My only concern is them not being able to continue using it if I don't get paid.

But it sounds like if there is a scope of work and payment terms and they end up using my creation as planned, they owe me my agreed upon monies regardless. If they refuse to pay because they already have ownership based on what those sections state, I can still sue them for the monies owed to me.

That is generally how it works.

 

[papa_Z]

That is generally how it works.

thank you, that gives me some piece of mind. I have always not small jobs here and there with no contract just spit and handshake but this is MUCH larger and I wanted to make sure I still have rights. May sound silly but, it is what it is haha. Thanks again!

 

[quincy]

thank you, that gives me some piece of mind. I have always not small jobs here and there with no contract just spit and handshake but this is MUCH larger and I wanted to make sure I still have rights. May sound silly but, it is what it is haha. Thanks again!

You're welcome, papa_Z. I appreciate the thanks.

I still recommend you review the contract with a professional prior to signing to best ensure you and your work are protected.

Good luck.

 

[xylene]

The key business decision is is - do you trust "THE PERSON"

 

[papa_Z]

The key business decision is is - do you trust "THE PERSON"

I dont know them well so I can't say haha