MEMORANDUM OF AGREEMENT, made this xx/xx/200x between
xxxxxxx (hereinafter called the “Company”)
and xxxxxxx (hereinafter called the “Author”)
WHEREBY IT IS MUTUALLY AGREED AS FOLLOWS:
Author shall deliver to the Company a FICTION manuscript to comprise a Work consisting of approximately 2000 words entitled xxxx. The manuscript shall be delivered to the Company no later than, xx/xx/200x.
The Company reserves the right to request reasonable correction, revisions, replacements, and rewrites of the Work after final delivery thereof.
The Company reserves the right to revise, modify, abridge, edit, or augment the Work in consultation with the Author. The Company shall pay to the Author a one-time purchase fee for the Work in the amount of: $x to be paid within thirty (30) days after publication of the Work. The kill fee is 25%.
Exclusive Rights. Author hereby grants to the Company throughout the world in any and all languages for the full term of the copyright of the work:
Exclusive "Electronic Publication Rights" to the Work. For purposes of this agreement "Electronic Publication Rights" shall mean the right to reproduce, transmit, make available, display publicly, distribute, syndicate and publish the Work in any and all languages on the Internet, in magnetic, CD-ROM, optical, electronic, digital, and other machine and computer rendable forms and media now and hereafter known. Exclusive film, television, video, DVD, and online video rights to the Work.
If any of the above are optioned or purchased by a third party financier or studio, 25% of net proceeds from the production received by the Company will be paid to the Author.
If any of the above are financed by the Company, payment to the Author will be made, for the amount of 2.5% of the production budget, excluding marketing, advertising and promotion.
Exclusive 90-Day Rights. For a period of ninety (90) days after publication of the Work, exclusive right to publish the Work in any language in any and all media whether now known or hereinafter discovered or developed including anthology, collection, or compilation produced or authorized by the Company; it being understood and agreed that Artist shall not permit any other party to reproduce, publish, or use the Work in any form or media until the expiration of such exclusivity periods.
Non-Exclusive Rights. The Author hereby grants to the Company throughout the world in any and all languages for the full term of the copyright of the Work: After the expiration of the exclusivity period set forth in the preceding clause, nonexclusive right to publish the Work in any and all media whether now known or hereinafter discovered or developed including any anthology, collection, compilation, or magazine syndication produced or authorized by the Company.
Non-exclusive right to use Author's name and likeness in promoting, advertising and publicizing the publications in which the Work may appear.
Author also agrees to acknowledge the Company as the original publisher of the Work in all future publications of the Work.
In connection with its exercise of all of its rights hereunder, the Company is not responsible for the download, reproduction, and otherwise utilization the Work for the personal, non-commercial use of other users of the services and publications in which the Work appears. Author represents and warrants that the Work will be original with the Author with the exception of materials in the public domain, and will not infringe upon any copyright or be in violation of any right of any party.
The Author has the right to grant the rights granted to the Company under this Agreement free of the claims of all others.
The Author further warrants and represents that, as of the date hereof, Author has not granted or transferred any rights in or to the Work to any third party; and has not and will not do anything which has impaired or will impair the rights granted to the Company to the Work in any way. Author shall indemnify and defend Company from all claims, damages, and expenses including without limitation reasonable attorney's fees arising out of any breach of Author's representations and warranties contained herein. A ll expenses shall be the sole responsibility of the Author unless approved in advance in writing by the Company or the Company's authorized representative
Author is performing the assignment under this agreement as an independent contractor and not as an agent or employee of the Company.
Author hereby agrees and certifies that all results and proceeds of the services furnished in connection with the assignment are being rendered pursuant to this agreement. The Company may, by itself or through third parties, exercise the rights granted in this agreement. The laws and courts of the state of New York shall govern and control the resolution of any and all conflicts and disputes, which may arise hereunder.
The terms and provisions of this Agreement constitute the entire Agreement between the parties and supersedes all previous communication and agreements, either oral or written.
No additional or different terms or conditions of the engagement hereunder shall be recognized unless agreed to in writing and signed by the Company. This Agreement may not be assigned or transferred without either party’s prior written consent.
AGREED AND ACCEPTED:
XXXXXXX THE AUTHOR
