After meetings with your client, Quick Bros. Animation, in a contract negotiation, your notes are as follows:CLIENT NOTES FOR DEALTalent - Jeff Sohn, 30 Quaker Ridge Road, Los Angeles, CAServices - Co

After meetings with your client, Quick Bros. Animation, in a contract negotiation, your notes are as follows:

CLIENT NOTES FOR DEAL

Talent - Jeff Sohn, 30 Quaker Ridge Road, Los Angeles, CA

Services - Compose, Orchestrate and record 6.5 minutes of background music, scored to the cartoon, for the animation.

Compensation  - $20,000 payable $5,000 now, $5,000 on approval of scratch track,  $5,000 on approval of Orch. And $5,000 on delivery

Production  Schedule - Scratch track delivered 30 days from execution,  Orchestration delivered 45 days from execution, Delivery of final track -  60 days from execution

We get to approve each delivery in our sole discretion

Make sure we can get an injunction against him but he can not get one against us.

No Merchandising rights to Jeff Sohn’s name & likeness

Sohn should get a credit in the onscreen credits for the Animation

We get a 30 day cure period for any alleged breach

Can reveal confidential information if required in court of law.

If terminated without cause, Sohn gets full pay.

California law to apply, Los Angeles courts 

Please  use the template below and adjust it as needed to draft a contract for  your client on the terms required by your notes, above. Also, please  briefly explain your changes to the template.

QUICK BROTHERS ANIMATION, INC.

c/o Jesse Quick

651 Franklin Street

Brooklyn, NY 11233

AGREEMENT made and entered into this _____________  by and between Quick BROTHERS ANIMATION, INC., a New York Corporation  with offices at c/o Jesse Quick, 651 Franklin St., Brooklyn, NY 11233  (hereinafter called “Producer”) and       whose address is _______________________________ (hereinafter called “Talent”).

1.  DESCRIPTION OF SERVICES. Talent agrees to perform, and/or that they  have performed, the services set out on Schedule “A” hereto for Producer  in connection with that specific aspect of a project Producer is  undertaking for Tales Unlimited, Inc., (hereinafter called the  “Program”).  The aspect of the Program that Talent is working on is also  identified on Schedule “A” and is referred to herein as the  “Animation.”

2.  INDEPENDENT CONTRACTOR. Talent’s status under this Agreement is that of  an independent contractor.  Talent shall not be deemed an employee,  agent, partner or joint venture of Producer for any purpose whatsoever,  and Talent shall have no authority to bind or act on behalf of Producer.   This Agreement shall not entitle Talent to participate in any benefit  plan or program of Producer.  Talent shall be responsible for, and  agrees to comply with, obligations under federal and state tax laws for  payment of income and, if applicable, self-employment tax.

3.  COMPENSATION. Talent acknowledges that the total compensation for work  on the Animation is set forth on Schedule “A” and shall be paid  according to the fee schedule set out on Schedule “A”. 

4.  OWNERSHIP.   As between Producer and Talent, all right, title and  interest in the Animation and/or the Program, including any ancillary  material created in connection with the Program such as DVDs, web  content, music CDs, books and other media products thereof, will at all  times from the inception of their creation,  belong solely and  exclusively to Producer for use (or refrain from using) in any manner or  media it may make or authorize throughout the world in perpetuity free  of any claims whatsoever by Talent or by ay persons deriving any rights  or interests from Talent.  Additionally, any and all work, results of  work, materials, ideas, or other creative and literary property and  adaptations and arrangements thereof, and all contributions to the  Animation or the Program, of any form or type whatsoever, furnished by  Talent hereunder will belong solely and completely to Producer for any  use it may thereafter see fit to make in any manner or media throughout  the world in perpetuity, and Talent's services shall be deemed a work  for hire as a specially commissioned contribution to an audio/visual  work pursuant to this agreement.  If it is determined that any work  performed hereunder does not qualify as a work for hire, such work,  together with the results of such work and all rights in it and all  renewals thereof,  shall be deemed transferred  to Producer by this  Agreement. 

5. NAME  AND LIKENESS. Producer may use and authorize others to use Talent's  name, likeness and biographical material about Talent for Program  publicity, merchandising, and institutional promotional purposes.

6.  ASSIGNMENT. Producer may assign its rights hereunder in whole or in  part to any person, firm or corporation; and this Agreement may be  assigned by an assignee thereof; provided, however, that no such  assignment shall relieve Producer of any of its obligations hereunder.   Talent has no right to assign this agreement.  

7.   CONFIDENTIALITY.  Talent agrees that any information received by  Talent in connection with this Agreement concerning the personal,  financial, or other affairs of Producer and/or Tales Unlimited, Inc.  will be treated by the Talent in full confidence and will not be  revealed to any other persons, firms, or organizations.

8.  TERM AND TERMINATION.  The term of this Agreement shall be as set out  in Schedule “A.”  This Agreement may be extended by written agreement  signed by the parties.  Producer may terminate this Agreement with or  without cause at any time. Upon such termination, compensation paid to  Talent will be prorated according to the work completed and the  schedules on Exhibit A.  Termination or expiration of this Agreement  shall not affect any rights or obligations, which have accrued prior  thereto or in connection therewith. 

9.  COMPLIANCE.  In the performance of the Services hereunder, Talent shall  comply with all applicable federal, state and local laws, regulations  and guidelines.  

10.  ENTIRE AGREEMENT.   This Agreement contains the entire understanding of  the parties relating to the subject matter hereof and cannot be changed  or terminated except in writing subscribed to by the parties.   The  foregoing not withstanding, should Producer desire Talent to work on  other Animations for the Project and should Talent wish to take such  assignment(s), the terms of this agreement (including those of the  Inducement Letter) shall control, except that the parties shall execute a  new Schedule “A” for each such additional Animation Talent is to work  on.

11.   CONTROLLING LAW AND VENUE.  This Agreement has been entered into in the  State of New York and the validity, interpretation and legal effect of  this Agreement shall be governed by the laws of the State of New York  applicable to contracts entered into and performed entirely therein with  respect to the determination of any claim, dispute or disagreement  which may arise out of the interpretation, performance or breach of this  Agreement. This Agreement cannot be changed or terminated orally. Any  actions brought relating to this agreement shall be brought in the state  or federal courts located in the State and City of New York, county of  Kings and not elsewhere.

12. GENERAL.       

(a)       A waiver by either party of any term or condition of this  Agreement in any instance shall not be deemed as a waiver of such term  or condition for the future, or of any subsequent breach or as a waiver  of any other term or condition. 

(b)       All remedies, rights, undertakings, obligations, and agreements  contained in this Agreement shall be cumulative, and none of them shall  be in limitation of any other remedy, right, undertaking, obligation or  agreement of either party, except that Talent may never enjoin or  interfere with the production, distribution, exhibition or other  exploitation of the Program or Animation. Talent's sole remedy for any  claim shall be limited to an action at law for monetary damages. 

©        The invalidity or unenforceability of any provision of this  Agreement shall in no way affect the validity or enforceability of any  other provision of this Agreement. 

(d)       All notices shall be in writing and shall be given by personal  delivery, registered or certified mail, or overnight delivery service,  addressed to the party at the address first set forth in this Agreement.  A notice shall be deemed given on the date of personal delivery, or if  by mail, three days following the date of mail. Courtesy copies shall be  sent to counsel for the respective parties. 

(e)      Clause headings are for convenience only and shall not affect the interpretation of any clause of this Agreement. 

The parties have executed this Agreement as of the date written above.

TALENT:  ________________________________________ 

SS#: ____________________________________________

FOR QUICK BROTHERS ANIMATION, INC.:

________________________________________________

TITLE:  

SCHEDULE “A”

This  schedule “A,” dated _________ is an addendum to the agreement between  QUICK BROTHERS ANIMATION, INC., a New York Corporation with offices at  c/o Jesse Quick, 651 Franklin St., Brooklyn, NY 11233 (hereinafter  called “Producer”) and       whose address is _______________________________ (hereinafter called “Talent”).

1.        Talent agrees to perform, and/or that they have performed, the  following services (the “Services”) in connection with the animation  entitled _________ (the “Animation”):

2.       The Services are to be performed on the following schedule:

3.       As compensation for the Services, Talent shall be paid the following:

The parties have executed this Schedule “A” as of the date written above.

TALENT:  ________________________________________ 

SS#: ____________________________________________

FOR QUICK BROTHERS ANIMATION, INC.:

________________________________________________

TITLE: