WORK-MADE-FOR-HIRE AGREEMENT

Transcription

1 WORK-MADE-FOR-HIRE AGREEMENT This Work-Made-for-Hire Agreement (the Agreement ) is hereby entered into on this day of, 2014, by and between Hope Media, LLC, a Rhode Island limited liability company with an address at 244 Weybosset Street, 2nd Floor, Providence, RI 02903( Contractor ), and the undersigned musician(s)(singly or collectively, Artist, and collectively with Contractor, the Parties ). WHEREAS, Contractor is desirous of obtaining the services of Artist with regard to the creation of the original musical compositions identified on Exhibit A hereof; and WHEREAS, the Artist is desirous of providing the Artist s services to the Contractor pursuant to the terms and conditions hereof: NOW THEREFORE, for good and valuable consideration mutually negotiated and agreed upon by and between the Parties, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Consideration. In consideration of Five Hundred Dollars ($500.00), the Artist hereby agrees to create, as works for hire, [three (3)] original musical compositions (the Works ) at the direction of and reasonably suitable to the Contractor s desire to promote the Contractor s business and activity. 2. Assignment of Rights. The Artist hereby assigns, transfers and conveys to the Contractor all right, title and interest in and to the Works, including without limitation any and all right to reproduce, record, rerecord, re-master, create multiple versions of, and otherwise exploit the intellectual property related to the Works as the full owner and holder of the rights thereof. 3. Further Documents. The Artist hereby agrees to execute any and all additional documents necessary to vest in the Contractor all right, title and interest in the Works. 4. Modification. No change or modification of this Agreement shall be valid unless it is in writing and signed by all Parties hereto. {P V 1}1

2 5. Binding Effect. The contract shall be binding upon the employees and assigns of the Parties and any successors in interest to the Contractor. 6. Severability. If any part of this Agreement shall be determined by a court of competent jurisdiction to be void, invalid or otherwise unenforceable, the remainder hereof shall be construed as if the invalid portion had been omitted. The remaining provisions shall continue in full force and effect. 7. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute one and the same instrument. This Agreement shall become effective upon the execution of a counterpart hereof by each of the Parties hereto and the exchange thereof between the parties. 8. Governing Law. This Agreement shall be construed in accordance with, and governed by, the laws of the State of Rhode Island, without giving effect to principles of conflict of laws, and the Parties hereby submit to the sole and exclusive jurisdiction of the Courts thereof. 9. Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the matters herein and supersedes any prior representations or agreements of the Parties with respect to said matters. 10. Effect of Work for Hire. It is clearly understood and agreed that the effect of this Agreement is that the Contractor shall hold all ownership and other rights in and to the Work, and the Work will not and may not be used by the Artist for any purpose whatsoever without the express prior consent of the Contractor, which consent may be withheld in the Contractor sole discretion. 11. Credit. Contractor agrees that Artist will be given reasonable credit for the composition of any of the Work published or made public by the Contractor. 12. Representations. The Artist (and each of them) hereby represents and warrants that the Artist owns all rights in and to the Works, including without limitation the right to transfer ownership of the Works to Contractor, and that the Works do not violate or infringe upon any {P V 1}2

3 rights of any third party. The Artist hereby indemnifies and holds harmless Contractor and the Contractor s members, directors, officers, employees, affiliates and assigns from and against any claim, damage or other loss arising from the Artist s breach of the representations and warranties herein. 12. Remedies. The Artist expressly agrees that the remedy at law for any breach or threatened breach of this Agreement by the Artist will be inadequate and that upon any such breach or threatened breach, the Contractor shall be entitled, as a matter of right, to injunctive relief in any court of competent jurisdiction, in equity or otherwise, to enforce the specific performance of the Artist s obligations under these provisions without the necessity of proving actual damage to the Contractor or the inadequacy of any remedy of law. The rights conferred upon the Contractor by the preceding sentence shall not be exclusive of, but shall be in addition to, any other rights or remedies which the Contractor may have at law, in equity or otherwise and shall survive termination or expiration of this Agreement. 13. Attorneys Fees. In the event of litigation to enforce the provisions of this Agreement the prevailing party shall be entitled to the payment of attorneys fees, costs and other expenses of litigation by the other party. 14. Waiver of Jury Trial. Artist hereby knowingly, intentionally and irrevocably waives any rights it, he, she or they may have to a trial by jury of any dispute arising under or relating to this Agreement, any document evidencing the obligations, or any other claim or dispute relating to this Agreement or the transactions contemplated hereby, and agrees that any such dispute shall be tried before a judge sitting without a jury. (Remainder of page intentionally left blank.) {P V 1}3

4 IN WITNESS WHEREOF, the Parties have executed this Work-Made-For-Hire Agreement on this day of, Hope Media, LLC _ By: Kevin B. Murphy Its: Member ARTIST(S) _ {P V 1}4

5 EXHIBIT A Description of Works: [May include sheet music, lyrics, and/or attachment of audio and/or visual recording.] {P V 1}5