Freelance Writing Agreement

by | Feb 5, 2023 | Samples legal papers

WRITER EMPLOYMENT AGREEMENT

 

This Agreement is effective as of July 20, 2021 and is between address of

 

, with an

 

attn”

and

(“Writer”).

 

  1. EMPLOYMENT: Company employs Writer to perform and Writer agrees to perform writing

 

services for Company’s proposed motion picture currently entitled (the “Picture”), based on an original story supplied to Writer by Company. It is acknowledged that the Writers Guild of

 

America (“WGA”) Agreement does not apply to this Agreement and that Writer is not a member of the WGA.

 

  1. SERVICES/FORM OF WORK: The completed results and product of Writer’s services (including all material created, added, interpolated and submitted by Writer) shall be deemed the “Work” which shall be created in each of the applicable forms listed below (“Forms of Work”):

 

Form of Work: Initial Treatment Draft; Final Treatment; Initial Draft Screenplay; Rewrites culminating in a Final Draft Screenplay; Polish.

 

  1. Use of Work: In Company’s sole, absolute and unfettered discretion, Company may use or not use the Work and may make any changes in, deletions from or additions to the Work.

 

  1. Underlying Property: If the Work, or any part thereof, is based on an original idea or material (“Property”) created by Writer, Writer hereby grants Company the same rights in the Property as Company is acquiring hereunder in the Work. The compensation payable to Writer pursuant to Paragraph 5 includes payment for said rights in the Property and for the writing services of Writer hereunder.

 

  1. DELIVERY: Writer agrees to complete and deliver each Form of Work and the Work, including any changes and revisions required by Company as follows:

 

  1. Initial Treatment Draft, due: September 3, 2021.

 

  1. Final Treatment, due: Three (3) weeks after Company notes to initial Treatment Draft are delivered to Writer. If Company fails to deliver the notes to Writer after (3) weeks, Writer shall move forward with the next step in the writing process and the previous delivery will be considered by Writer as accepted by Company.  

 

  1. Initial Draft Screenplay, due: Six (6) weeks after the earlier of (i) Company notes/comments to Final Treatment are delivered to Writer or (ii) Company’s request for Writer’s commencement of writing services on the Initial Draft Screenplay.

 

  1. Final Draft Screenplay, due: Subject to requirements for rewrites. Writer shall have four

 

(4) weeks in which to complete each rewrite based on Company’s notes unless a different time period is agreed to in advance. The number of rewrites shall be limited to only necessary adjustments. 

 

  1. Polish, due: four (4) weeks after Company’s request for Polish.

 

  1. Both parties agree that the duration of the work cannot exceed nine (9) months, unless the parties agree to a different period in writing. 

 

  1. PERFORMANCE STANDARDS: All of Writer’s services shall be rendered promptly in a diligent, conscientious, artistic and efficient manner and Writer shall devote Writer’s entire time and attention and best talents and abilities to the services to be rendered, either alone or in collaboration with others. Writer’s services shall be rendered in such manner as Company may reasonably direct pursuant to the instructions, suggestions and ideas of, and under the control of, and at the times and places reasonably required by, Company’s duly authorized representatives. Writer, as and when reasonably requested by Company, shall consult with Company’s duly authorized representatives and shall be available for conferences with such representatives for such purposes at such times and places during Writer’s employment as may be required by such representatives.

 

  1. COMPENSATION: Conditioned upon Writer’s full performance of all of Writer’s obligations hereunder, Company will pay Writer as full compensation for all services rendered and rights granted as follows:

 

  1. Fixed compensation: which shall be paid as follows:

 

  1. upon full execution of this Agreement and commencement of services.

 

  1. upon delivery and acceptance of the Initial Draft Screenplay.

 

iii. upon delivery and acceptance of the Polish.

 

  1. In the event Company terminates the Agreement before its completion, Company shall pay writer the full amount for any work that is being delivered at that time.. Writer may also terminate the services at any stage without having to reimburse partial payments already made. Writer may only terminate the services under this Section based on grave reasons such as a personal emergency,

 

In addition:

 

  1. Bonus compensation as follows:

 

  1. If a motion picture is produced based on the Work and Writer receives sole written

 

by or screenplay by credit, a bonus of (First Level) dollars, shall be paid to Writer, payable on the first day of principal photography, or

 

  1. If a motion picture is produced based on the Work and Writer receives shared

 

screenplay credit, a bonus of (Second Level) dollars, shall be paid to Writer, payable on the first day of principal photography, or

 

  1. WARRANTIES, REPRESENTATIONS, INDEMNITIES:

 

  1. Writer Warranties and Representations: Writer warrants and represents that each Form of Work and the Work shall be wholly original with Writer, except as to matters within the public domain and except as to material inserted by Writer pursuant to specific instructions of Company, and shall not infringe upon or violate the rights of privacy or publicity of, or constitute a libel or slander against, or violate any common law or any other rights of, any person, firm or corporation.

 

  1. Writer’s Indemnities: Writer shall indemnify Company and Company’s licensees and assigns and its or their officers, agents and employees, from all liabilities, actions, suits or other claims arising out of any breach by Writer of Writer’s warranties and representations and out of the use by Company of the Work and from reasonable attorneys’ fees and costs in defending against the same. The foregoing shall apply only to material created or furnished by Writer, and shall not extend to changes or additions made therein by Company, or to claims for defamation or invasion of the privacy of any person unless Writer knowingly uses the name or personality of such person or should have known, in the exercise of reasonable prudence, that such person would or might claim that such person’s personality was used in the Work. Writer shall not be held liable for having used the name and likeness of any person in real life in the Work. Accordingly, the Company shall carry out all precautions to protect Writer from such liability. 

 

  1. Company’s Indemnities: Company shall indemnify Writer to the same extent that Writer indemnifies Company hereunder, as to any material supplied by Company to Writer for incorporation into the Work.

 

  1. Notice and Pendency of Claims: The party receiving notice of any claim or action subject to indemnity hereunder shall promptly notify the other party.

 

  1. OWNERSHIP: As Writer’s employer, Company shall solely and exclusively own throughout the world in perpetuity all rights of every kind and nature in the Work, and all of the results and proceeds thereof in whatever stage of completion as may exist from time to time, together with the rights generally known as the “moral rights of authors.” Writer acknowledges that the Work is being written by Writer for use as a Motion Picture and that each Form of Work is being written by Writer as a “work made for hire” within the scope of Writer’s employment by Company, and, therefore, Company shall be the author and copyright owner of the Work.

 

To the extent any jurisdiction shall not recognize or shall have exception to the foregoing “work made for hire” doctrine, Writer hereby irrevocably assigns, licenses and grants to Company, throughout the world, irrevocably, in perpetuity, strictly such Writer’s rights as are interpreted as works made for hire under American law.

 

  1. NOTICES/PAYMENT:
  1. To Writer: All notices from Company to Writer may be given in writing by mailing the notice to Writer, postage prepaid, or at Company’s option, Company may deliver such notice to Writer personally, either orally or in writing. The date of mailing or of personal delivery shall be deemed to be the date of service. Payments and written notice to Writer shall be sent to Writer at the address first given above.

 

  1. To Company: All notices from Writer to Company shall be given in writing by mail, messenger, cable, telex or telecopier addressed as indicated below. The date of mailing, messengering, cabling, telexing or telecopying shall be deemed to be the date of service. Notice to the Company shall be sent to the address first given above.

 

  1. Change of Address: The address of Writer and of Company set forth herein may be changed to such other address as Writer or Company may hereafter specify by written notice given to the other Party.

 

  1. ASSIGNMENT: This Agreement is non-assignable by Writer. This Agreement shall inure to the benefit of Company’s successors, assignees, licensees and grantees and associated, affiliated and subsidiary companies. Company and any subsequent assignee may freely assign this Agreement, in whole or in part, to any party provided that such party assumes and agrees in writing to keep and perform all of the executory obligations of Company hereunder.

 

  1. NAME AND LIKENESS: Company shall have the right to use and permit others (including any exhibitor or sponsor of the Program or Series) to use Writer’s name and likeness for the purpose of advertising and publicizing the Work, any motion picture or program based on the Work, and any of exhibitor’s or sponsor’s products and services, but not as an endorsement or testimonial.

 

  1. PAY OR PLAY: The rights in this Paragraph shall be in addition to and shall not in any way diminish or detract from Company’s rights as other- wise set forth. Company shall not be obligated to use Writer’s ser- vices, nor use the results and product of Writers services, nor produce, release, distribute, exhibit, advertise, exploit or otherwise make use of the Program. Company may at any time, without legal justification or excuse, elect not to use Writer’s services or to have any further obligations to Writer under this Agreement. If Company elects not to use Writer’s services pursuant to this Paragraph, Writer shall be paid the Compensation set forth in Paragraph 5 (a), subject to Paragraph 5(b), if Writer performs those services.

 

  1. CREDIT:

 

  1. Writer’s writing credit shall be determined by Company in its sole discretion acting in good faith. In determining whether Writer is awarded sole, shared or no writing credit, reference shall be made to the principles of the WGA provisions regarding credit. Although Company is not a WGA signatory and the provisions of the WGA Agreement do not otherwise apply to this Agreement, to the extent possible, the principles of the WGA credit policies shall be followed by the parties.

 

  1. Subject to the foregoing provisions, Company shall determine, in Company’s discretion, the manner of presenting such credits. 

  In the event Company breaches any part of this section, Writer shall be entitled to any and all remedies in law and equity. 

 

  1. Company, in its sole discretion and based on good faith, shall indicate an additional name that will receive “Additional writing material by” credit in the case a motion picture is produced based on the Work and Writer receives sole or shared written by or screenplay by credit.

 

  1. CONDITIONS AFFECTING OR RELATED TO COMPENSATION

 

  1. Method of Payment: All compensation which shall become due to Writer shall be paid by Company by direct deposit or wire transfer to an account indicated by Writer.  

 

  1. Governmental limitation: No withholding, deduction, reduction or limitation of compensation by Company which is required or authorized by law (“Governmental limitation”) shall be a breach by Company or relieve Writer from Writer’s obligations. Payment of compensation as permitted pursuant to the Governmental limitation shall continue while such Governmental Limitation is in effect and shall be deemed to constitute full performance by Company of its obligations respecting the payment of compensation. The foregoing notwithstanding, if at such time as the Governmental limitation is no longer in effect there is compensation remaining unpaid to Writer, Company shall cooperate with Writer in connection with the processing of any applications relative to the payment of such unpaid compensation and Company shall pay such compensation to Writer at such times as Company is legally permitted to do so.

 

  1. Garnishment / Attachment: If Company shall be required, because of the service of any garnishment, attachment, writ of execution, or lien, or by the terms of any contract or assignment executed by Writer, to withhold, or to pay to any other Party all or any portion of the compensation due Writer, the withholding or payment of such compensation or any portion thereof in accordance with the requirements of any such attachment, garnishment, writ of execution, lien, contract or assignment shall not be construed as a breach by Company.

 

  1. Overpayment/Offset: If Company makes any overpayment to Writer for any reason or if Writer is indebted to Company for any reason, Writer shall pay Company such overpayment or indebtedness on demand, or at the election of Company, Company may deduct and retain for its own account an amount equal to all or any part of such overpayment or indebtedness from any sums that may be due or become due or payable by Company to Writer or for the account of Writer and such deduction or retention shall not be construed as a breach by Company.

 

ADDITIONAL DOCUMENTS: Writer agrees to execute such additional documents consistent herewith as Company shall require in order to effectuate the terms and conditions of this Agreement including, without limitation a short form option agreement, a short form Assignment of Rights, and a Certificate of Authorship. In the event that Writer fails or refuses to execute such documents or instrument in a timely manner, after a reasonable opportunity to review same, Writer  hereby irrevocably appoints Company as Writer’s attorney in fac t to execute such documents or instruments consistent with the terms hereof on Writer’s behalf, such appointment and power being coupled with an interest with full powers of substitution and delegation.

 

  1. LIMITATION OF REMEDY: All rights assigned, transferred, conveyed, or licensed by this Agreement shall be irrevocable under all or any circumstances and shall not be subject to reversion, rescission, termination or injunction. Writer agrees that Writer shall not have the right to enjoin the exhibition, distribution or exploitation of any motion picture produced hereunder or to enjoin, rescind or terminate any rights granted, transferred, conveyed, or licensed to Company hereunder. Writer shall have all rights and remedies which it has at law or in equity in the event of any default by Company hereunder, including the failure by Company to pay Writer the consideration payable to Writer for the rights and services of Writer pursuant hereto, or to accord Writer credit (to the extent that Company is obligated to accord Writer such credit) pursuant hereto.  . At all times, the Company shall also have all rights and remedies which it has at law or in equity, pursuant hereto or otherwise.

 

  1. ARBITRATION: This Agreement shall be interpreted in accordance with the laws of the State of California, applicable to agreements executed and to be wholly performed therein. Any controversy or claim arising out of or in relation to this Agreement or the validity, construction or performance of this Agreement, or the breach thereof, shall be resolved by arbitration in accordance with the rules and procedures of IFTA, as said rules may be amended from time to time with rights of discovery if requested by the arbitrator. Such rules and procedures are incorporated and made a part of this Agreement by reference. The parties shall have the right to engage in pre- hearing discovery in connection with such arbitration proceedings. The parties agree hereto that they will abide by and perform any award rendered in any arbitration conducted pursuant hereto, that any court having jurisdiction thereof may issue a judgment based upon such award and that the prevailing party in such arbitration and/or confirmation proceeding shall be entitled to recover its reasonable attorneys’ fees and expenses. The arbitration will be held in the city of Los Angeles or Beverly Hills and any award shall be final, binding and non-appealable. The Parties agree to accept service of process in accordance with the IFTA Rules.

 

  1. ADDITIONAL PROVISIONS:

 

  1. Insurance: Writer shall be named as an additional insured under Company’s Error’s and Omissions and General Liability Insurance Policies respecting the Picture.

 

  1. DVD/Soundtrack: Artist shall be furnished with a DVD and soundtrack CD upon their individual commercial availability, if ever, for Writer’s non-commercial private use, upon Writer’s execution of Company’s private use lending agreement.

 

IN WITNESS WHEREOF, the parties hereto have signed this Agreement and year first above written.

 

“Company”

 

By:_________________________

 

Its:__________________________

 

-And-

 

“Writer”

_________________________

 

Soc. Sec. #:________________________

EXHIBIT “1”

 

CERTIFICATE OF AUTHORSHIP

 

The undersigned, (“Screenwriter”) hereby certifies that, pursuant to an agreement

 

(the “Agreement”) between (“Producer”) and Screenwriter in connection with certain writing services to be performed by Screenwriter respecting a motion picture screenplay

tentatively entitled (the “Material”), all literary material of whatever kind or nature, written or to be written by Screenwriter pursuant to the Agreement, and all of the results and proceeds of Screenwriter’s services in connection with the Material (all such literary material and all such results and proceeds being referred to collectively herein as the “Work”) was and/or will be solely created by Screenwriter as a “work-made-for-hire” specially ordered or commissioned by Producer for use as part of a motion picture with Producer being deemed the sole author of the Work and the owner of all rights permitted by law, of every kind or nature, whether now known or hereafter devised (including, but not limited to, all copyrights and all extensions and renewals of copyrights) in and to the Work, with the right to make all uses of the Work throughout the universe and all changes in the Work as Producer deems necessary or desirable. 

 

It is agreed that Screenwriter’s consideration for the Material is included in the compensation to be paid pursuant to the Agreement.

 

Screenwriter warrants and represents that Screenwriter has the right to execute this document and, (except to the extent that it is based upon material assigned to Screenwriter by the Producer to be used as the basis thereof), that the Work is or shall be wholly original with Screenwriter, to the best of screenwriter’s knowledge does not and shall not defame or disparage any person or entity or infringe upon or violate the rights of privacy, publicity or any other rights of any kind or nature whatsoever of any person or entity, and is not the subject of any litigation or of any claim that might give rise to litigation. Screenwriter shall indemnify and hold harmless Producer, the corporations comprising Producer, its and their employees, officers, agents, attorneys, assignees and licensees from and against any and all liability, claims, costs, damages, and expenses (including reasonable outside attorneys’ fees and court costs) arising out of or in connection with a breach of the foregoing covenants, warranties and representations.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate on this day of _____,

 

_____.

 

AGREED AND ACCEPTED

 

______________

 

Signature of Notary

EXHIBIT “2”

 

SHORT FORM ASSIGNMENT

 

For good and valuable consideration, receipt of which is hereby acknowledged, the undersigned, (the “Assignor”), hereby sells, pre-assigns, and assigns to (“Assignee”), its successors and assigns, forever and throughout the universe, all motion picture and allied rights (as more particularly described in the Agreement specified below) in the original literary and/or dramatic work (the “Material”) described as follows:

 

TITLE: “ “

 

AUTHOR:

COPYRIGHT REGISTRATION (If Any):

 

The Material includes but is not limited to: (i) all contents; (ii) all present and future adaptations and versions; (iii) the title, characters and theme; and (iv) the copyright and all renewals and extensions of copyright.

 

This Assignment includes any and all causes of action which Assignor now has or hereafter may have for any past, present or future infringement or interference with any of the rights granted to Assignee in or to the Material.

 

Assignor appoints Assignee, its successors, licensees and assigns, Assignor’s irrevocable attorney-in-fact, with full power of substitution and delegation in Assignor’s or in Assignee’s name:

  1. to enforce and protect all rights, licenses, privileges or property granted hereunder under any and all copyrights therein; (ii) to prevent or terminate any infringement or threatened copyright violation; and (iii) to join Assignor as party plaintiff or defendant in any such suit or proceeding, in the sole discretion of Assignor.

 

This Assignment is executed in accordance with and is subject to the agreement (the “Agreement”) between the Assignor and the Assignee dated as of July __, 2021, relating to the optioning, sale and assignment to Assignee of the above-mentioned rights in the Material, which rights are more particularly described in the Agreement.

 

In the event that the Option (as same may be extended) on the Material is not exercised by Assignee in a timely manner, this Short Form Assignment shall be automatically deemed null and void.

 

IN WITNESS WHEREOF, the undersigned has executed this Assignment on the date indicated below.

 

Date: _________________________

______________________________

 

Signature of Notary


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