Help with contract

[basss]

I work with an educational organization (run by a friend of mine that I trust) that has asked me to sign a contract. The first two paragraphs state that they can use any recordings and photos taken of me at one of their performances for promotional purposes. I'm fine with that. The last two basically say that I consent to let them use any recording, photo, video or anything of me for whatever they want. I'm not familiar with contracts like this but I don't feel comfortable signing this. Is this normal for this type of contract? What do you think?

Here's the last two paragraphs (name of organization omitted):

I hereby consent to the use by company name and/or its representatives, agents, and
related entities of any photographs, films, videos, digital recordings or audio
recordings of my name, likeness, voice, and biographical material about me for
promotional, commercial, marketing or any other purpose whatsoever.


I hereby release and discharge company name from any and all claims and demands arising
out of or in connection with the use of my name, photographs, films, videos,
digital recordings or audio recordings, including without limitation any and all
claims arising out of copyright, broadcast, exhibition, publication, or promotion
of this program. I agree to indemnify and hold harmless company name, including the
officers, directors, shareholders, employees, agents and representatives thereof,
from and against any liabilities, losses, claims, demands, costs, including without
limitation reasonable attorneys’ fees, and expenses arising in connection with any
breach or alleged breach by me of any above representations or agreements.

 

[StuartV]

I am NO lawyer. But I have dealt with a few. And dealt with some intellectual property issues, as I started my own software company in '99 (which is still in business!).

The first paragraph appears to be trying to ensure that they are okay with using your demo recordings or pictures of you taken outside of one of their performances. However, I agree that it is too broad and I wouldn't really like it, either. However, as long as the contract has a Termination Clause that allows you to terminate the contract at your convenience, and the release (as specified in that first paragraph) terminates when the contract terminates, I wouldn't worry about it.

The second paragraph seems to be protecting them in case YOU do something that results in an IP suit (e.g. for a copyright violation). For example, you give them a picture of yourself and they publish it and then it turns out that the photographer that took the picture never gave you a release to publish it. So, the photographer ends up suing them.

I wouldn't be worried at all about the second paragraph.

 

[Tat2dHeart]

I'm not a lawyer, but I do have quite a bit of experience writing contracts with a considerable amount of legalese.

My two cents worth -

I hereby consent to the use by company name and/or its representatives, agents, and
related entities of any photographs, films, videos, digital recordings or audio
recordings of my name, likeness, voice, and biographical material about me for
promotional, commercial, marketing or any other purpose whatsoever.

This paragraph agrees that you allow this entity AND ANYONE they authorize to use your photos, films, videos, recordings, name, likeness, voice, and bios - for whatever purpose they want. Essentially, they could share your marketing collateral with their other business partners for those partners advertising without telling you and you would not be entitled to payment, fees, royalties or other remuneration. You would probably also have zero or very limited control over how any authorized third party was using that marketing collateral and it could cost a fortune to get a cease and desist if they did something that was potentially damaging to your personal brand.

I hereby release and discharge company name from any and all claims and demands arising
out of or in connection with the use of my name, photographs, films, videos,
digital recordings or audio recordings, including without limitation any and all
claims arising out of copyright, broadcast, exhibition, publication, or promotion
of this program. I agree to indemnify and hold harmless company name, including the
officers, directors, shareholders, employees, agents and representatives thereof,
from and against any liabilities, losses, claims, demands, costs, including without
limitation reasonable attorneys’ fees, and expenses arising in connection with any
breach or alleged breach by me of any above representations or agreements.

Standard copyright infringement language here. It's clarifying that if you and they are jointly sued as a result of an alleged copyright infringement, or if they use the marketing collateral that you released in the prior paragraph and they are subsequently sued for a copyright violation, they can't be held legally or financially responsible for any legal violations and (more importantly) that they can come back to you to claim for any reimbursements of damages, legal fees, etc., which are incurred as a result of the use of that marketing collateral.

Personally - I wouldn't sign a contract with these paragraphs as written. I take the most exception to the first of those two paragraphs. I'd shell out $50 or $100 to get an attorney to review the contract before I signed anything. The peace of mind is worth it to protect control of your personal brand and marketing collateral.

 

[basss]

Thanks for the help! I talked to the person who sent me the contract and she reworded it. I think its OK now. Do you guys see any problems with this? (changes are bold face)

I hereby consent to the use by company name and/or its representatives, agents, and related entities
of any photographs, films, videos, digital recordings or audio recordings of my name,
likeness, voice, and biographical material about me, submitted or acquired in relation to
any company name music and educational program, for promotional, commercial, marketing or
any other purpose whatsoever.

I hereby release and discharge company name from any and all claims and demands arising out of
or in connection with the use of my name, photographs, films, videos, digital recordings
or audio recordings, including without limitation any and all claims arising out of
copyright, broadcast, exhibition, publication, or promotion related to this or any company name
music and educational program. I agree to indemnify and hold harmless company name, including
the officers, directors, shareholders, employees, agents and representatives thereof, from
and against any liabilities, losses, claims, demands, costs, including without limitation
reasonable attorneys’ fees, and expenses arising in connection with any breach or alleged
breach by me of any above representations or agreements.

 

[Rockmusician]

My brother is an intellectual property attorney with a high profile firm in Boston. He said the language is common but is negoatiable. Express your concerns and ask them to rewrite the contract. Do not sign anything that you are uncomfortable with.

 

[Tat2dHeart]

Everything's negotiable.

If this were a contract in front of me for signature, and it was my marketing collateral on the line, I'd ask for paragraph 1 to read similar to this:

I, {name}, hereby consent to the use by {company name} and/or its representatives, agents, and related entities of any photographs, films, videos, digital recordings or audio recordings of my name, likeness, voice, and biographical material about me, submitted or acquired in relation to {any company name} music and educational program, for promotional, commercial, or marketing purpose for a period of two (2) years after date of this agreement, at which time this authorization expires. Upon expiry of this agreement, {company name} agrees to cease usage of any photographs, films, videos, digital recordings or audio recordings of my name, likeness, voice, and biographical material. Authorization to continue use of any photographs, films, videos, digital recordings or audio recordings of my name, likeness, voice, and biographical material may be renewed upon mutual written agreement of both named parties.

If they gave me these terms in paragraph 1, I'd leave paragraph 2 alone. This is a personal preference, but I don't want anyone to have permanent permission to use my personal branding. This revision defines a time limit for which the company can use the branding at no charge and they agree to stop usage at the end of that time limit. I arbitrarily put in 2 years, but you could choose a time limit that meets your needs and theirs. Extensions are easy to negotiate as you get close to the expiry date.

Here's the point for this - Today, you and this company have similar views on whatever they are planning to use your marketing collateral to advertise. Those similar views may not exist in a future time period. If you do something silly that could embarrass them, they simply ditch your collateral and move on to the next relevant marketing content. If they do something that makes you decide you don't want to be associated with them, it's harder for you to extricate yourself from being associated with something that you no longer endorse or support. The revised wording limits the time that they're allowed to plaster your picture all over something you'd rather not be associated with. Again - you can renew or not at the end of the time period - and at that point, you might want to choose to ask for things in return for use of your images depending on your branding status.

Worst case scenario, you might also want to confirm that the contract has a termination clause which allows you to cancel the permission you've granted when you get terms you're willing to sign. A time limit can shorten the time it takes to get out of a situation you don't like, but a termination clause gives you an immediate out. Just make sure that your termination clause essentially allows you to withdraw your permission to use your marketing collateral for any reason and does not involve monetary payment from you to {company} for terminating permission to use your likeness.

Bottom line - never sign anything if you don't agree with it 100%. Contracts are written to define agreements. A good contract is better than good lawsuit any day of the week in my book. Know what's important to you and ask to have it incorporated. No one's going to force you to sign the contract, so make sure it says what you want it to say, too. Once you put your name on the line, there are things you can change, but it's harder, it takes longer, and it costs more, usually a WHOLE LOT MORE.