Week 14- Writing your own Contract

 Week 14-  Writing your own Freelance

Notes from class to make your own freelance contract 101: for commissions and personal projects.

• Date/When/Where/State
• Identify parties- Who is "the client", who is "the freelancer", The client shall be known as, the freelance artists for hire shall be known as
• Independent contractor- Identify the artist as an Independent Contractor, which allows to artist to work for various companies, productions, and related industries; without overlapping any intent of the client. 
• Non Competition Clause-Void- in California- Non competition clauses are no longer valid in California after AB 1076 effective 1076
• Job Specifications- "4 illustrations in watercolor on arches paper 11x17" 
• Cost- list the exact cost per piece, include all items that make up that final.
• Job Breakdown & specifics- job shall be completed in ____media. Job size will be_____. Job shall be turned in in ____ format.
• Job Delivery to______, on date_____.
• Individual in charge- List for sending and receiving. While doing the work for Threshold Entertainment, all assignments and work in progress shall be emailed to, the  PM (production manager) Jenifer Lopez. All notes and revisions from Threshold shall be sent through the PM (production manager) Jenifer Lopez.
• Revision policy. Define the process of the job- reference, thumbnail, rough, final line , final paint. Define Major & Minor revision policy- and when in production it happens. Explain in detail- the reference, and  thumbnail phase shall be done in pre-production, the rough drawing/sketching/comp phase to shall be production phase, final production shall be the line clean up and finished color/render
• -------------THIS DICATES WHETEHER OR NOT YOU MAKE MONEY!!!---------
• Major revision= is 30 - 60 % in the beginning stage of design-allowing multiple changes in thumbnail, 1 major change of rough drawing to final drawing
• Minor Revision 5-10% change in final, usually for line cleanup, or final color change adjustment
• Re bill fee-Any time there is a major revision inside the final production phase, it shall be billed as a new piece. 
• Kill fee- if at anytime the client ends production, all work developed in pre-production to production will be billed at 50% of cost, all work completed to final production will be billed at 100% of cost
• Delivery Dates-official mailing date, in person delivery, on line, where, in what format. If digital file please include the url upload link, file size, etc. 
• Delivery Person- state who work is to be delivered to, always go production manager, a production assistant is a negative
• Invoice date- note when an invoice shall be submitted, and to whom
• Addendums- Any changes, additions, or expantions to this contract shall be made both parties, and signed/dated in agreement.
• Signature/date-  of agreement and understanding 
• Contact information- listed on the bottom, email & phone
• Payment delivery- As all work is delivered on time and in good faith, payment shall be delivered 7-10 days after invoice is delivered.
• Payment installment dates- dates of payment per project, common for art murals and projects involving high cost of supplies
• Return of original files- After receiving final payment all originals. sketches, scripts, original files and ideation shape be handed to client
• Credit -  the artist/independent contractor shall be given credit for all work competed with all job duties stated
• State of validity & court system- the contract was created by the State of California laws and questions regarding its validity/agreement shall be held within California courts
• Non disclosure agreement- this is an added guarantee to protect your client and to protect you

NON-DISCLOSURE AGREEMENT (NDA)

This Nondisclosure Agreement or ("Agreement") has been entered into on the date of ______________________________ and is by and between:

Party Disclosing Information: ______________________________ with a mailing address of____________________________________________________________ (“Disclosing Party”).

Party Receiving Information: ______________________________ with a mailing address of____________________________________________________________ (“Receiving Party”).

For the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. The parties agree to enter into a confidential relationship concerning the disclosure of certain proprietary and confidential information ("Confidential Information").

1. Definition of Confidential Information. For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word "Confidential" or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide writing indicating that such oral communication constituted Confidential Information.

2. Exclusions from Confidential Information. Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval.

3. Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without the prior written approval of Disclosing Party, use for Receiving Party's benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.

4. Time Periods. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.

 

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5. Relationships. Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture or employee of the other party for any purpose.

6. Severability. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the parties.

7. Integration. This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in writing signed by both parties.

8. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

9. Return of Confidential Information-Artwork, Scripts, Sketches  

Receiving Party shall immediately return and redeliver to Disclosing Party all tangible material embodying any Confidential Information provided hereunder and all notes, summaries, memoranda, drawings, manuals, records, excerpts or derivative information deriving therefrom, and all other documents or materials (“Notes”) (and all copies of any of the foregoing, including “copies” that have been converted to computerized media in the form of image, data, word processing, or other types of files either manually or by image capture) based on or including any Confidential Information, in whatever form of storage or retrieval, upon the earlier of (i) the completion or termination of the dealings between the parties contemplated hereunder; (ii) the termination of this Agreement; or (iii) at such time as the Disclosing Party may so request; provided however that the Receiving Party may retain such of its documents as is necessary to enable it to comply with its reasonable document retention policies. Alternatively, the Receiving Party, with the written consent of the Disclosing Party may (or in the case of Notes, at the Receiving Party’s option) immediately destroy any of the foregoing embodying Confidential Information (or the reasonably nonrecoverable data erasure of computerized data) and, upon request, certify in writing such destruction by an authorized officer of the Receiving Party supervising the destruction).

This Agreement and each party's obligations shall be binding on the representatives, assigns and successors of such party. Each party has signed this Agreement through its authorized representative.

DISCLOSING PARTY

Signature: _____________________________________________________ Typed or Printed Name: ___________________________ Date: _______________ RECEIVING PARTY
Signature: _____________________________________________________ Typed or Printed Name: ___________________________ Date: _______________