Artistic Production Agreement - Template, Sample Form Pro · EN-CA-law
✓ Valid in Canada (English) · drafted to comply with local law
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MUSICAL PRODUCTION AGREEMENT
(________)
Effective Date: ________
This Musical Production Agreement (the "Agreement") is made effective as of ________ (the "Effective Date") by and between the following parties:
PRODUCER—
________, a corporation incorporated under the laws of ________, bearing business number ________, whose principal business address is:
________
AND
CLIENT—
________, a corporation incorporated under the laws of ________, bearing business number ________, having its principal place of business at the following address:
________
The Producer and the Client may be referred to individually as a "Party" and collectively as the "Parties".
RECITALS
WHEREAS the Client wishes to engage the Producer for the production of music as defined below;
AND WHEREAS the Producer has the requisite skills, qualifications, and expertise to provide production services (the "Production Services" as defined below) to the Client;
AND WHEREAS the Producer wishes to provide such Production Services to the Client;
NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties agree as follows:
Article 1 — DEFINITIONS
As used in this Agreement:
1.1) "Start Date" means the date on which the Producer begins work on the Production Services for the Client. The Start Date is: ________.
1.2) "Completion Date" means the date on which the Producer completes or ceases providing Production Services to the Client. The Completion Date is: ________.
1.3) "Key Dates" means specific dates during the period in which Production Services are rendered and for which the Producer agrees to meet specified events or deadlines. The Key Dates are as follows:
________.
1.4) "Fees" means the payment the Client makes to the Producer for the provision of Production Services, namely a fixed fee of ________ dollars ($________) for all Production Services rendered.
1.5) "Project" means the particular project on which the Parties will work together, specifically:
________.
1.6) "Production Services" means the following specific services that the Producer will provide to the Client under the terms and conditions set forth in this Agreement:
________.
Production Services shall specifically include the Producer's responsibility to deal with all required third parties, including, without limitation, obtaining the rights to any intellectual property necessary to complete the production of the Work. Production Services specifically include advertising and marketing for the Work.
1.7) "Work" means the finished product provided by the Producer to the Client at the end of the Project.
1.8) "Gross Revenue" means all gross income, revenue, royalties, licensing fees, and other consideration of any kind actually received in respect of the exploitation, distribution, sale, or other commercialization of the Work, before deduction of any costs or expenses.
1.9) "Minimum Time Required" means the minimum amount of time the Producer must spend providing Production Services under this Agreement, namely ________.
The Producer will keep the Client informed of the time spent providing Production Services, and will provide a breakdown of the time upon the Client's request. If the Producer spends more than the Minimum Time Required providing Production Services, the Fees will not be increased unless the Client has given prior written approval and such increase has been mutually agreed upon. If the Producer fails to spend at least the Minimum Time Required providing Production Services, the Fees will be reduced in proportion to the percentage of the Minimum Time Required actually completed, or in accordance with the terms of this Agreement, unless otherwise agreed by the Parties.
Article 2 — ENGAGEMENT
Subject to the terms and conditions of this Agreement, the Producer agrees to provide Production Services to the Client, commencing on the Start Date and continuing until the Completion Date, meeting the specified Key Dates and devoting at least the Minimum Time Required, and the Client agrees to pay the Producer the Fees for the Production Services.
Article 3 — FEES
The Client agrees to pay the Producer the Fees, as set forth elsewhere in this Agreement, for the provision of Production Services, subject to the following conditions:
3.1) Expenses: The Producer is authorized to charge all reasonable and necessary costs and expenses incurred in connection with the performance of the Production Services, including, without limitation, travel, photocopying, courier, and postage costs, subject to the Client's prior agreement.
3.2) Penalties: If the Client fails to pay the amount invoiced and required by the date indicated on the invoice or as otherwise provided in this Agreement, the Producer shall be entitled to:
3.2.1) charge interest on the unpaid amount at the rate of ________ percent (%) per annum, or such lesser rate as is the maximum permitted by law;
3.2.2) require the Client to pay for Production Services, or any remaining portion of Production Services, in advance;
3.2.3) cease performance of the Production Services in their entirety or until payment is made, at the Producer's sole and exclusive discretion.
3.3) Tax Statement: All Fees payable under this Agreement are exclusive of any taxes, including without limitation goods and services tax (GST), harmonized sales tax (HST), and provincial sales tax, and any surcharges or other amounts imposed by provincial or federal governments. Any applicable taxes shall be added to invoices and paid by the Client in accordance with applicable law.
3.4) Billing Interval: The Producer shall be entitled to bill the Client at the following billing interval:
________
3.5) Billing Period: The Client shall have the time period prescribed on the invoice within which to make payment.
3.6) Method of Payment: The Producer will accept the following forms of payment:
________, using the following information: ________
Article 4 — ROYALTIES
In addition to the Fees described herein, the Producer shall also be entitled to royalties in the amount of ________ percent (________%) of the total Gross Revenue. Royalties shall be accounted for and paid by the Client to the Producer at the following intervals: ________. The Producer shall be entitled, on reasonable notice, to inspect and audit the Client's relevant records to verify the calculation of royalties payable hereunder.
Article 5 — INTELLECTUAL PROPERTY
5.2) The Producer hereby irrevocably waives, in favour of the Client and its successors, assigns, and licensees, all moral rights it may have in the Work and in any intellectual property created in the course of providing the Production Services, to the fullest extent permitted under the Copyright Act (Canada).
5.3) The Producer represents and warrants that it has obtained, or will obtain, all licences, consents, and releases necessary in respect of any third-party intellectual property incorporated into the Work, and that the Work, when delivered, will not infringe the intellectual property rights of any third party.
5.4) Any intellectual property provided by the Client to the Producer to assist in the provision of Production Services that was not created by the Producer pursuant to this Agreement shall remain the sole property of the Client.
Article 6 — CREDITS
The Parties may agree, by signed ancillary document, on the credits that will be visible upon completion of the Work.
Article 7 — BUDGET
The total budget for the Project, excluding compensation paid to the Producer under this Agreement, is ________ dollars ($________). The Producer is authorized to spend the budget as necessary for the Project in a reasonable manner. Any expenditure exceeding the budget shall require the Client's prior written approval.
Article 8 — CONFIDENTIALITY
Article 9 — INDEPENDENT CONTRACTOR
The Parties acknowledge and agree that the Producer is an independent contractor and not an employee, agent, partner, or joint venturer of the Client. Nothing in this Agreement shall be construed to create an employment, partnership, agency, or joint venture relationship between the Parties.
The Producer shall be solely responsible for the payment of all taxes, contributions, premiums, and other amounts payable in respect of the Producer and its employees or agents, including, without limitation, income tax, employment insurance, and Canada Pension Plan contributions. The Producer shall not be entitled to any of the benefits that the Client may make available to its employees.
Article 10 — INDEMNITY
The Client agrees to indemnify and hold harmless the Producer, and all of the Producer's agents, employees, and representatives, from and against any and all damages, liabilities, and losses, as well as reasonable legal fees and costs incurred, resulting from any wrongful or unlawful acts of the Client related to or arising out of the relationship between the Parties as described in this Agreement.
The Producer agrees to indemnify and hold harmless the Client, and all of the Client's agents, employees, and representatives, from and against any and all damages, liabilities, and losses, as well as reasonable legal fees and costs incurred, resulting from any wrongful or unlawful act of the Producer in connection with or arising out of the relationship between the Parties as described in this Agreement.
This clause shall not be construed to provide for indemnification of a Party where a court of competent jurisdiction, rendering a final judgment, finds that the Party's bad faith, gross negligence, or wilful misconduct caused the damage, liability, or loss.
Article 11 — TERMINATION
11.1) This Agreement may be terminated by either Party, upon written notice:
11.1.1) if the other Party commits a material breach of any of the terms of this Agreement which cannot be cured within fourteen (14) days, or which is not cured within fourteen (14) days after written request to cure;
11.1.2) if the other Party becomes unable to perform its obligations hereunder, including a payment obligation or a performance obligation, or becomes insolvent or makes an assignment for the benefit of creditors;
11.1.3) if the other Party or its employees or agents engage in conduct detrimental to the business of the other Party, or in the event that either Party reasonably considers that a conflict or potential conflict of interest has arisen between the Parties.
11.2) This Agreement may be terminated by the Producer if the Client fails to pay the required charges within seven (7) days of the date they are due. The Producer may terminate the Agreement immediately, by notice in writing.
11.3) This Agreement may be terminated by the Client if the Producer fails to meet deadlines or render adequate Production Services. The Client may terminate this Agreement immediately, by notice in writing.
If this Agreement is terminated prior to the expiration of its natural term, the Client agrees to pay for all Production Services rendered through the date of termination, as well as all expenses falling due after the date of termination for commitments reasonably made and incurred by the Producer in connection with the provision of Production Services prior to the date of termination.
Any termination under this Article shall not affect any rights or obligations accruing to either Party under this Agreement or by law, and shall not affect any rights or remedies available to either Party. Any provision of this Agreement intended to continue after termination, or to be effective upon or after termination, is not affected by this Article.
Article 12 — GENERAL PROVISIONS
12.1) APPLICABLE LAW: This Agreement shall be governed in all respects by the laws of ________ and the federal laws of Canada applicable therein. The Parties irrevocably attorn to the exclusive jurisdiction of the provincial and federal courts located in ________.
The Parties agree that this choice of law, venue, and jurisdiction provision is mandatory and not permissive in nature.
12.2) LANGUAGE: All communications made or notices given under this Agreement shall be in the English language. The Parties have expressly required that this Agreement and all related documents be drawn up in English.
12.3) ASSIGNMENT: This Agreement, or any rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or in part by either Party without the prior written consent of the other Party.
12.4) AMENDMENTS: This Agreement may be amended only by a writing signed by both Parties.
12.5) NO WAIVER: None of the terms of this Agreement shall be deemed waived by any act or acquiescence of either Party. Only a further written agreement may constitute a waiver of any of the terms of this Agreement. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision. The failure of either Party to enforce any term of this Agreement shall not constitute a waiver of such term or any other term.
12.6) SEVERABILITY: If any provision or term of this Agreement is found to be unenforceable, this Agreement shall be deemed amended to the extent necessary to render the provision enforceable, and the remainder of the Agreement valid and enforceable. If a court declines to modify this Agreement as provided herein, the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining terms and provisions, which shall be enforced as if the offending provision had not been included in this Agreement.
12.7) PUBLIC ANNOUNCEMENT: Neither Party will make any public announcement or disclosure of the existence of this Agreement or any of its provisions without the prior written approval of the other Party.
12.8) ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements, whether written or oral.
12.9) HEADINGS: The headings in this Agreement are used for convenience only and shall not be construed to limit or affect the terms of this Agreement.
12.10) COUNTERPARTS: This Agreement may be executed in counterparts, including by electronic signature and delivery, all of which together constitute one and the same Agreement.
12.11) FORCE MAJEURE: Neither Party shall be liable for any failure to perform due to causes beyond its reasonable control, including, without limitation, acts of God, acts of civil or military authorities, riots, embargoes, epidemics or pandemics, acts of nature, labour disputes, and other unforeseen circumstances, provided that the affected Party gives prompt notice and uses reasonable efforts to resume performance.
12.12) NOTICES; ELECTRONIC COMMUNICATIONS PERMITTED: Any notice to be given under this Agreement shall be in writing and sent by first-class mail, airmail, or electronic mail, to the address of the relevant Party set out at the head of this Agreement, or to the relevant electronic address set out below, or to such other address as that Party may from time to time notify to the other Party in accordance with this clause. The relevant contact details of the Parties are as follows:
Producer:
________
Client:
________
Notices sent as set forth above shall be deemed to have been received three (3) business days after the day of mailing (in the case of first-class domestic mail), or seven (7) business days after the date of mailing (in the case of airmail), or the next business day after sending (in the case of e-mail).
Proof of sending a notice shall be sufficient to show that the notice was left, or that the envelope containing the notice was properly addressed and mailed, or that the applicable means of telecommunication was addressed and sent and that the transmission was confirmed or acknowledged, as the case may be.
EXECUTION
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
PRODUCER
Name: ________
Representative's Name: ________
Representative's Title: ________
Representative's Signature: ________________________
Date: ________
CLIENT
Name: ________
Representative's Name: ________
Representative's Title: ________
Representative's Signature: ________________________
Date: ________
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