Contracts and Agreements

Get it in writing! Fresh Arts Contract Workshop 2014

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THE PRESENTATION FROM THE WORKSHOP DESCRIBED IS EMBEDDED BELOW. Get it in Writing!Understanding & Crafting Contracts with Emily Watts and attorney Erin RodgersMay 6, 2014(For artists, collectives, and nonprofits) *This workshop hosted at the Dance Source Houston Headquarters, The Barn (formerly Barnevelder).The Barn, 2201 Preston St, Houston, TX 77003Are you an artist lending your work to a business for exhibition? Are you a performing arts organization that hires independent artists to perform? Are you renting space for a performance and exhibition? In all these instances, contracts and/or letters of agreement help protect you and your work, as well as prevent misunderstandings and other problems.TOPICS TO BE COVERED INCLUDE:- Understanding basic contract language and common clauses (glossary of common legalese)- Defining correct parties- Terms and options- Intellectual property ownership- Work for hire- Liability- Consideration ( making a contract binding)- Breach and dispute- Cure options (how to remedy a breach of contract)- How do you know when you are breaking a contract- Combining contracts with Letters of Agreement (LOAs) and riders- Contract addendums and red-lining- Recourse upon broken contracts Fresh arts Get it in writing! Contract Workshop from Fresh Arts
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Freelancers Union Contract Creator

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Establishing clear expectations before beginning work with a client will help you avoid conflicts and get paid — and a contract is the best way to do that. Contract Creator is a tool which will guide you through creating your own contract and allow you to edit it to fit each job. https://www.freelancersunion.org/contract-creator/ Don't worry if you find a section that doesn't apply to your work. The final contract can be downloaded as a Word-compatible text document, which you can edit to your heart's content. Contract Creator created in partnership with Furnari Sher LLP. Furnari Scher LLP helps freelancers, consultants and independent contractors start and build thriving businesses, while avoiding common legal pitfalls cost thousands to resolve. Visit www.FurnariScher.com to get a copy of their free mini course 7 Deadly Legal Mistakes that Cost Entrepreneurs Thousands.
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Artist-Gallery Consignment Statutes

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Courtesy of St. Louis Volunteer Lawyers and Accountants for the Arts (VLAA) More than 30 states have statutes governing the business relationship between artists and art galleries. Most of the laws dictate that the art dealer owes a fiduciary duty to the artist, meaning that the gallery cannot take actions that are inconsistent with the artist’s financial well-being. This state-by-state summary highlights the unique provisions of the statutes. Please note that the links to the statutes are intended for informational purposes only. TEXAS V.T.C.A., Occupations Code § 2101.001 et seq. (2012). Artist-gallery relationships are not considered consignment agreements in the state of Texas; however, artwork delivered to an art dealer is not subject to the claims of creditors until artist has been paid in full . . . read more at vlaa.org.Art consignment comes with a lot of risks. Three types of laws protect consignors: the Uniform Commercial Code, state consignment laws, and written art consignment agreements.Uniform Commercial CodeThe Uniform Commercial Code (UCC) is a set of acts that tries to harmonize state laws. Many states have used the UCC to form laws that govern art consignments. The UCC states that if your artwork is damaged due to the gallery's negligence, the gallery must compensate you for your loss.One of the more common issues in the art world concerns who is financial responsible in the event the gallery goes bankrupt. The UCC provides that the gallery's creditors can seize your consigned goods to pay for the gallery's debts. All of the gallery's creditors stand in line to collect before you. If there are funds left after the creditors are paid, the judge in bankruptcy court can award you compensation for your art. If the gallery has a lot of debts or there are too many artists to compensate, you may see little or no compensation for your art. The UCC protects artists in art consignment if the artists fulfill certain requirements:File a UCC-1 form in the county where the gallery is located at the time of the art consignment. This creates a lien—a legal claim to the property—which will put you ahead in line to receive compensation in bankruptcy court. If and when your work is sold, you must remove the lien.In some states, you can have the gallery post a sign notifying the public that the works are consigned and that the crafts in the gallery are sold under the terms of consignment agreements. This may seem awkward, but galleries usually cooperate.Show that the creditors knew or had reason to know that the gallery sold consignment arts and crafts. Proving this can be difficult; so, many artists send the gallery's creditors a copy of the consignment agreement. Even this can be hard, since most artists do not know who the creditors are or even have a written consignment agreement.State Consignment LawsMany states have enacted their own art consignment laws to protect artists from creditors seizing consigned goods in the case of the gallery's bankruptcy: Alaska, Arizona, Arkansas, California, Colorado, Connecticut, Florida, Georgia, Hawaii, Idaho, Illinois, Iowa, Kentucky, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Montana, New Hampshire, New Jersey, New Mexico, New York, North Carolina, Ohio, Oregon, Pennsylvania, Tennessee, Texas, Washington, and Wisconsin. Many of these states require that a written consignment agreement exists between the artist and the gallery for these protections to exist. Artists will probably need an attorney to help enforce these protections and filing claims in bankruptcy courts.Not all pieces qualify as "art" under state consignment laws. Some states define "art" as only fine art, such as a painting, sculpture, graphic art drawing, or a print, but not multiples or duplicates. Other states also include crafts in their consignment laws. Crafts are works that are made from clay, metal, glass, wood, plastic, or fiber.Written Art Consignment AgreementsUntil recently, artists have traditionally used oral consignment agreements. However, as more state laws require written consignment agreements in order to protect the artists, it is important to establish consignment agreements in writing.- See more at: http://smallbusiness.findlaw.com/intellectual-property/laws-governing-art-consignment.html#sthash.xFaIx9Yj.dpufArt consignment comes with a lot of risks. Three types of laws protect consignors: the Uniform Commercial Code, state consignment laws, and written art consignment agreements.Uniform Commercial CodeThe Uniform Commercial Code (UCC) is a set of acts that tries to harmonize state laws. Many states have used the UCC to form laws that govern art consignments. The UCC states that if your artwork is damaged due to the gallery's negligence, the gallery must compensate you for your loss.One of the more common issues in the art world concerns who is financial responsible in the event the gallery goes bankrupt. The UCC provides that the gallery's creditors can seize your consigned goods to pay for the gallery's debts. All of the gallery's creditors stand in line to collect before you. If there are funds left after the creditors are paid, the judge in bankruptcy court can award you compensation for your art. If the gallery has a lot of debts or there are too many artists to compensate, you may see little or no compensation for your art. The UCC protects artists in art consignment if the artists fulfill certain requirements:File a UCC-1 form in the county where the gallery is located at the time of the art consignment. This creates a lien—a legal claim to the property—which will put you ahead in line to receive compensation in bankruptcy court. If and when your work is sold, you must remove the lien.In some states, you can have the gallery post a sign notifying the public that the works are consigned and that the crafts in the gallery are sold under the terms of consignment agreements. This may seem awkward, but galleries usually cooperate.Show that the creditors knew or had reason to know that the gallery sold consignment arts and crafts. Proving this can be difficult; so, many artists send the gallery's creditors a copy of the consignment agreement. Even this can be hard, since most artists do not know who the creditors are or even have a written consignment agreement.State Consignment LawsMany states have enacted their own art consignment laws to protect artists from creditors seizing consigned goods in the case of the gallery's bankruptcy: Alaska, Arizona, Arkansas, California, Colorado, Connecticut, Florida, Georgia, Hawaii, Idaho, Illinois, Iowa, Kentucky, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Montana, New Hampshire, New Jersey, New Mexico, New York, North Carolina, Ohio, Oregon, Pennsylvania, Tennessee, Texas, Washington, and Wisconsin. Many of these states require that a written consignment agreement exists between the artist and the gallery for these protections to exist. Artists will probably need an attorney to help enforce these protections and filing claims in bankruptcy courts.Not all pieces qualify as "art" under state consignment laws. Some states define "art" as only fine art, such as a painting, sculpture, graphic art drawing, or a print, but not multiples or duplicates. Other states also include crafts in their consignment laws. Crafts are works that are made from clay, metal, glass, wood, plastic, or fiber.Written Art Consignment AgreementsUntil recently, artists have traditionally used oral consignment agreements. However, as more state laws require written consignment agreements in order to protect the artists, it is important to establish consignment agreements in writing.- See more at: http://smallbusiness.findlaw.com/intellectual-property/laws-governing-art-consignment.html#sthash.xFaIx9Yj.dpufArt consignment comes with a lot of risks. Three types of laws protect consignors: the Uniform Commercial Code, state consignment laws, and written art consignment agreements.Uniform Commercial CodeThe Uniform Commercial Code (UCC) is a set of acts that tries to harmonize state laws. Many states have used the UCC to form laws that govern art consignments. The UCC states that if your artwork is damaged due to the gallery's negligence, the gallery must compensate you for your loss.One of the more common issues in the art world concerns who is financial responsible in the event the gallery goes bankrupt. The UCC provides that the gallery's creditors can seize your consigned goods to pay for the gallery's debts. All of the gallery's creditors stand in line to collect before you. If there are funds left after the creditors are paid, the judge in bankruptcy court can award you compensation for your art. If the gallery has a lot of debts or there are too many artists to compensate, you may see little or no compensation for your art. The UCC protects artists in art consignment if the artists fulfill certain requirements:File a UCC-1 form in the county where the gallery is located at the time of the art consignment. This creates a lien—a legal claim to the property—which will put you ahead in line to receive compensation in bankruptcy court. If and when your work is sold, you must remove the lien.In some states, you can have the gallery post a sign notifying the public that the works are consigned and that the crafts in the gallery are sold under the terms of consignment agreements. This may seem awkward, but galleries usually cooperate.Show that the creditors knew or had reason to know that the gallery sold consignment arts and crafts. Proving this can be difficult; so, many artists send the gallery's creditors a copy of the consignment agreement. Even this can be hard, since most artists do not know who the creditors are or even have a written consignment agreement.State Consignment LawsMany states have enacted their own art consignment laws to protect artists from creditors seizing consigned goods in the case of the gallery's bankruptcy: Alaska, Arizona, Arkansas, California, Colorado, Connecticut, Florida, Georgia, Hawaii, Idaho, Illinois, Iowa, Kentucky, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Montana, New Hampshire, New Jersey, New Mexico, New York, North Carolina, Ohio, Oregon, Pennsylvania, Tennessee, Texas, Washington, and Wisconsin. Many of these states require that a written consignment agreement exists between the artist and the gallery for these protections to exist. Artists will probably need an attorney to help enforce these protections and filing claims in bankruptcy courts.Not all pieces qualify as "art" under state consignment laws. Some states define "art" as only fine art, such as a painting, sculpture, graphic art drawing, or a print, but not multiples or duplicates. Other states also include crafts in their consignment laws. Crafts are works that are made from clay, metal, glass, wood, plastic, or fiber.Written Art Consignment AgreementsUntil recently, artists have traditionally used oral consignment agreements. However, as more state laws require written consignment agreements in order to protect the artists, it is important to establish consignment agreements in writing.- See more at: http://smallbusiness.findlaw.com/intellectual-property/laws-governing-art-consignment.html#sthash.xFaIx9Yj.dpuf
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Band Agreements

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By John Snyder, courtesy of Artists House Music.org  You want to break up a band? Try getting them to sign a band agreement. Why do you need a band agreement? To answer the following questions: • What’s your organizational structure? LLC? Partnership? Inc.? • Who owns the name? • Who owns the songs? • Who owns the recordings? • Who collects what money and how is it divided? • Who’s responsible for what? • How do you buy/sell equipment? 2/3rds? • How do you get rid of somebody? Hire somebody? • What happens if somebody dies? • Who’s a “keyman” for record company purposes? • What affect does the presence of a manager or agent have? • What are the rights of the individuals in the band?’ • What happens if the band breaks up? (How does a “company” break up?) Most bands don’t get far enough in their commitment to need to answer these questions, and since they are very hard questions to answer and can lead to hurt feelings, they can even break up bands. It’s all about friends till it’s not, unfortunately. The rub usually comes when you talk about who gets to put their names on those songs. You don’t see too many “group” authors of songs, or books, or visual art. There may be co-writers and authors, but basically, somebody’s name is on the song, which means they own it. But the band may confuse the recording, the arrangement, the cool bass line and the funky drum pattern with “writing the song” . . .  read more at Artistshousemusic.org
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Agreements Between Band Members: Dealing Fairly with Members Who Don’t Write Songs

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By George Howard, courtesy of Artists House Music.org In many bands there is either a single songwriter or a songwriting “team.” This archetype was established early — Jagger/Richards, Lennon/McCartney, et al. — and persists to this day. Whether it’s a single songwriter or songwriting team who come up with the necessary elements to create a copyright in a song, there are often others in the band (drummer, bass player, etc.) who have no claim over this copyright. Only Songwriters are Automatically Granted Rights Associated with Copyright. As we’ve discussed in prior articles (Control Your Revenue: Transfer Your Rights, Your Public Performance Rights, Your First Asset, The Right To Reproduce, The State of The Music Industry & the Delegitimization of Artists) the owner(s) of the copyright are immediately — upon creation of an original melody and lyric that is “fixed” in a tangible form (i.e., written down or recorded) — granted six exclusive rights. From these rights comes the ability to make money in the music business. Whether the song is downloaded, streamed, used in a movie, or exploited in numerous other ways, it is the songwriter, and the songwriter only, who is compensated for the use of the exclusive copyright. So, if the guitar player and the singer write a song, and that song gets used in a TV show, it will be the guitar player and the singer who receive the income from the synchronization fee (and its associated royalties; e.g. public performance royalties if the show is broadcast, etc). The drummer, bass player and any other member of the band will see none of this money. Zip. Band members may not understand the rights around either creation of the copyright of the income generated from the various means of exploitation; too often, they believe that all income the band earns will be divided up.  While they may be correct with respect to money earned from gigs, and potentially money earned from the so-called artist royalty if they are signed to a recording agreement with a label, they are gravely mistaken when it comes to money derived from the exploitation of copyrights of songs they did not write . . . read more at artistsmusichouse.org
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Live Performance Contracts: the Booking Agreement

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Courtesy of Music-Law.com If you have a band, you probably do live shows.  You may not do them all the time, or you may be out almost every night playing at a club or concert, but either way, you should consider a written contract for each performance.  The contract can be very basic, essentially stating that the club is going to pay you “x” amount and you are going to “y” songs.  This would bind both you and the club owner to paying and playing what was originally discussed.  That said, most performances are more elaborate than that, and have many more facets and it would be wise for you to add a few other parts to that contract.Obviously the contract should have the signatures of both parties on it.  This binds them both to the conditions set up.  Now that doesn't mean that the whole band needs to sign the contract.  Normally, depending on the business license you have, only one person in the band, or a manager need to sign the contract in order for it to be binding for the entire band.In order for the contract to be worth anything, it needs to be specific.  A non-specific contract will leave room for debates and fighting later.  This means that you need to specify how long the band must play.  This can be a number of songs or a time frame.  If you don't do this, the club owner may not feel as though you played enough when you've finished and could try and refuse to pay the agreed upon fee . . . read more
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How to Build a Contract for Commissioned Artworks

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Courtesy of the Practical Art WorldMany artists, ranging from emerging or amateur artists all the way to fully established professionals, create commissioned works for clients. The idea of a commission is that the purchaser has some input into the finished work that they are buying. This can range from vague direction or discussion all the way to specific agreed upon terms for colors, subject matter, materials used, size, etc. It is up to each artist to decide how much input or direction they will accept from a client and how much they prefer to decide for themselves.Whatever your artistic boundaries are for commissioned works, you should always create a written contract or commission agreement outlining your own stipulations. I have listed some common examples below. Having a written contract signed by both parties is meant to:eliminate any surprises for both the client and artist (everything is agreed upon in advance) andprotect your interests and the interests of the clientPOINTS TO INCLUDE ON YOUR COMMISSION AGREEMENT CONTRACT. . . read more at ThePracticalArtWorld.com
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Sample Contract for Licensing

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Courtesy of GYST-ink.com Licensing Contract to Merchandise Artwork. Includes the following topics:GRANT OF MERCHANDISING RIGHTS WHO OWNS THE COPYRIGHT

 ADVANCE AND ROYALTIES

 INSPECTION OF BOOKS AND RECORDS

 QUALITY OF REPRODUCTION

 PROMOTION

 RESERVATION OF RIGHTS

 INDEMNIFICATION

 ASSIGNMENT

 NATURE OF CONTRACT

 . . . view more NOTE:  These sample contracts are for checklist purposes only.  You use these contracts at your own risk. Neither Spacetaker nor GYST-ink will not be held responsible for any unfavorable outcomes associated with the use of these contracts.
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Sample Contract for a Artist Lecture

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Courtesy of GYST-ink.comArtist’s Lecture Contract Includes the following topics: Lecture Specifics, Payment, Performance, Late Payment

, Incidentals

, Copyrights and Recordings

, Insurance

, Packing and Shipping

, Modifying the contract

, Schedule of Artworks

 . . . download a sample contract or view more on GYST's site. NOTE:  These sample contracts are for checklist purposes only.  You use these contracts at your own risk. Neither Spacetaker nor GYST-ink will not be held responsible for any unfavorable outcomes associated with the use of these contracts.
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Contract for a Commission

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Courtesy of GYST-ink.com Sample Contract for a Commission includes the following: DESCRIPTION OF THE PROJECT TO BE UNDERTAKENPAYMENTSDELIVERY OF WORK, INSURANCE, SHIPPING AND INSTALLATIONTERMINATION OF THE WORKOWNERSHIP, COPYRIGHT, PRIVACYMAINTENANCE, REPAIRSHEIRS AND NON- ASSIGNABILITY.NOTE:  These sample contracts are for checklist purposes only.  You use these contracts at your own risk. Neither Spacetaker nor GYST-ink will not be held responsible for any unfavorable outcomes associated with the use of these contracts.
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