Sample legal agreement for the provision of artwork for publication

Extract

[...] on delivery and approval of the finished Artwork Warranties and indemnity The Illustrator warrants to the Publisher that: 6.1 The Illustrator is the sole owner of the Rights and has full power to enter into this Agreement and to give the warranties and indemnities contained in this Agreement; 6.2 The Illustrator will at all times during the creation of the Artwork be a ‘qualifying person' within the meaning of the Copyright, Designs and Patents Act 1988, Section 154 and the sole author of the Artwork which will be original in [him/her] and has not previously been published in any form anywhere in the Territory; 6.3 The Artwork will contain nothing obscene blasphemous, libelous or otherwise unlawful and the exploitation of the Rights by the Publisher will not infringe the copyright or any other rights of any third party; and 6.4 The Illustrator will keep the Publisher fully indemnified against all losses and all actions claims proceedings costs and damages (including any damages or compensation paid by the Publisher on the advice of its legal advisers [and after consultation with the Illustrator] [and after approval by the Illustrator] to compromise or settle any claim) and all legal costs or other expenses arising out of any breach of any of the above warranties [or out of any claim by a third party based on any facts which if substantiated would constitute such a breach] Publisher's obligations The Publisher warrants, undertakes and agrees with the Illustrator: 7.1 that the Publisher does not undertake to publish the Work or include the Artwork in the Work but if the Publisher does so it shall on publication provide the Illustrator with 6 complimentary copies of the first edition of the Work and the Illustrator shall have the right to purchase on trade terms further copies for personal use but not for resale; 7.2 that if the Artwork is included in the Work the Illustrator will receive credit as the author of the Artwork substantially in the form ‘Illustrations by (name of Illustrator)' or in some other form approved by the Illustrator on the [front cover and on the] title page of all copies of the Work published by the Publisher and the Publisher will use its reasonable endeavours to impose a contractual requirement on its licensees of the Work to do likewise; 7.3 to use its reasonable endeavours to ensure that the Illustrator will receive credit in a form similar to that set out in clause 7.2 on any other exploitation of the Artwork made or authorised by the Publisher; 7.4 that the Publisher shall own and take proper care of the Artwork but shall not be responsible for any loss or damage to it while it is in the Publisher's possession or in the course of production or in transit and the Publisher may in its discretion sell the Artwork but shall before doing so give the Illustrator the opportunity to purchase it on terms to be agreed; and 7.5 that while the Artwork is owned by the Publisher it shall lend the Artwork to the Illustrator for not more than (number) weeks in any year for the purpose of inclusion in a public exhibition of the Illustrator's work Provided that the Illustrator gives the Publisher reasonable notice of his wish to do so together with documentary evidence of insurance cover and prepaid carriage to and from the exhibition and Provided further that the Illustrator shall use his best endeavours to procure that at any public exhibition of the Artwork there shall be a full acknowledgment of the Work its author and the Publisher Reservation of rights The Publisher reserves the following rights: 8.1 if the Artwork contains a recognizable likeness of any living person to require the Illustrator to explain to such person the use to which the Artwork will be put and to obtain and deliver to the Publisher a written form of release from each such person in a form satisfactory to the Publisher; and 8.2 to require the Illustrator by written notice to alter or delete from the Artwork any part of it which the Publisher or its legal advisers considers to be objectionable or likely to be actionable at law and in the event that the Illustrator fails to do so within (number) working days of receipt of such notice or refuses or is for any reason unable to do so the Publisher may [make such alteration to the Artwork as it thinks fit notwithstanding any moral rights to which the Illustrator may now or at any time in the future be entitled pursuant to the Copyright, Designs and Patents Act 1988, Section 80 or the laws in force from time to time in any part of the Territory or by summary written notice to the Illustrator terminate this Agreement in which case the Illustrator shall without delay return to the Publisher any money already paid by the Publisher under clause] . [...]

[...] The publisher may wish to reserve the final installment for the date of publication The warranty that the assignor full power to enter into this Agreement' comprehends that there is no contractual or other restriction which would prevent him from doing so and is particularly important in protection against potential intellectual property infringement claims The details as to credit are a matter for negotiation It is a matter for negotiation as to whether the publisher will own the physical artwork itself (as distinct from the copyright in it) Where the publisher is to own the physical artwork itself, the right to borrow the artwork from the publisher for exhibition purposes could be valuable to the artist. [...]

[...] This may depend on the price that the publisher is prepared to pay for the artwork The cancellation fee payable according to the degree of completion of the artwork will in most cases be a matter for negotiation. However, if cancellation takes place between approval of roughs and approval of finished artwork, the artist is likely to require between one-half and two- thirds of the total price Statutory provisions governing moral rights are covered by ss.77-89 of the Copyright, Designs and Patents Act It is a matter for negotiation as to whether the artist should waive his right not to have the work subjected to derogatory treatment. [...]

[...] The parties may instead wish to consider including an Alternative Disputes Resolution (‘ADR') clause, providing for ADR to be carried out under the auspices of a suitable body, such as the Centre for [...]

[...] future created to which the Illustrator is now or may at any time after the date of this Agreement be entitled by virtue of or pursuant to any of the laws in force in each and every part of the Territory; ‘Term' the full period of copyright in the Artwork and all renewals reversions extensions and revivals of such period subsisting or arising under the laws in each and every part of the Territory and afterwards so far as permissible in perpetuity or (number) years from the date of this Agreement; ‘Territory' [the world]; and ‘Work' the literary work [to be] [being] written by (name of author of the Work) and at present provisionally entitled ‘(specify provisional title In this Agreement unless the context requires otherwise: Words and expressions that are defined in the Copyright, Designs and Patents Act 1988 shall bear the same meanings in this Agreement; Words importing the singular number shall include the plural and vice versa; Words importing any particular gender shall include all other genders; References to persons shall include bodies of persons whether corporate or incorporate; and Words importing the whole shall be treated as including a reference to any part of the whole Any reference in this Agreement to any statute or statutory provision shall be construed as referring to that statute or statutory provision as it may from time to time be amended modified extended re-enacted or replaced (whether before or after the date of this Agreement) and including all subordinate legislation from time to time made under it The expression ‘copyright' shall include the entire copyright design right, rental right, right to authorise or prohibit lending and database right subsisting now or created at any time during the Term under the laws of the United Kingdom and all analogous rights subsisting now or created at any time during the Term under the laws of each and every other jurisdiction throughout the Territory References in this Agreement to clauses schedules and exhibits are to clauses of and schedules and exhibits to this Agreement except where otherwise expressly stated Headings are used in this Agreement for the convenience of the parties only and shall not be incorporated into this Agreement and shall not be deemed to be any indication of the meaning of the clauses schedules or exhibits to which they relate Recital The Illustrator has agreed to prepare and deliver to the Publisher the Artwork and to assign the Rights to the Publisher on the following terms and conditions Illustrator's obligations The Illustrator agrees with the Publisher: 3.1 To prepare and deliver to the Publisher the Artwork as detailed in the Schedule in a form suitable for reproduction and subject to the Publisher's approval (which approval shall not be unreasonably withheld or delayed) To deliver to the Publisher roughs of the Artwork not later than (date) and the finished Artwork by the Completion Date [time being of the essence] If the Illustrator shall otherwise than by reason of circumstances beyond his control fail to complete and deliver the Artwork to the Publisher by the Completion Date or by any subsequent date to which the Publisher may consent in writing then the Publisher may by summary notice to the Illustrator terminate this Agreement and any money previously paid by the Publisher to the Illustrator shall then immediately be repayable to the Publisher Assignment of copyright 4.1 In consideration of the Price the Illustrator with [full or limited] title guarantee and by way of present assignment of future copyright assigns the Rights to the Publisher absolutely throughout the Territory for the Term The parties agree to do all such things and to sign and execute all such documents and deeds as may reasonably be required in order to perfect protect or enforce any of the rights assigned and granted to the Publisher pursuant to this Agreement in any part of the Territory Payment of the Price The Publisher shall pay to the Illustrator the Price by the following installments: 5.1 . [...]