This article has been written by Prakash Kasbe, pursuing a Diploma in Advanced Contract Drafting, Negotiation, and Dispute Resolution from LawSikho.com.
The Indian entertainment industry is the largest in the world in terms of the production of large numbers of films, songs, and other entertainment shows, content thereby generating high profits for the makers. This industry strives on the creative content, stories, and expertise of people in the areas of films, movies, songs, music, and related content. This industry employs various artists and people across the country and the world. Many global corporate houses have entered the industry and they are producing various projects. This industry requires various artists, musicians, singers, actors, and performers, etc., to create the content and there comes into play the role of artist agreements. The artist agreement governs the relation of artist and producer or maker and defines the other terms of employment, obligations, nature, and scope of the project, etc.
What is an artist agreement?
An artist agreement or contract is an agreement between two parties, one acting as a producer/maker and the other as an artist who provides his/her services and/or engages for a particular project as film or music composition, singing, or dubbing, etc. The agreement is like any other contract which commences from an offer and its acceptance by the party for a lawful consideration and lawful object. It is a form of employment contract or service contract. This agreement defines the role of an artist in a project and his obligations and duties. As the work of an artist entails originality, therefore, it requires to be protected from any kind of infringement or breach and clear terms of professional conduct.
Why is it necessary to enter into the agreement by the artist?
The Indian Contract Act, 1872 describes the oral contract as a valid contract but in practical situations, it becomes very difficult to prove it in the courts. Therefore, it becomes necessary to have a well-drafted contract/agreement that defines all the material details between the parties. The written contract/agreement gives more certainty, clarity and avoids ambiguity in understanding the terms of the contract. The written contract/agreement stipulates the duties and obligations, and such agreement works as a manual between the parties.
This agreement requires a letter of agreement that specifies the terms and conditions, business correspondence details, contact information, project information, dates available for the project, etc. So, the artist who wishes to enter into the agreement should understand and have the knowledge of the agreement/contract, and then only he/she should execute/sign the same to act further.
Let’s see an illustration: ‘A’ is a singer, and he was contacted by ABC Ltd to sing in a music album. ‘A’ should clearly understand the terms of the agreement, his role, and duties, and other aspects. After execution of the agreement, he cannot deviate from the terms of agreement otherwise he may be held liable for the breach of the terms of the agreement.
Important clauses in the artist agreement
The artist agreement is a unique agreement that has its features, below are some important clauses in the agreement for general understanding:
This clause defines the parties to the agreement, one would be the producer and the other would be the artist. This helps in identifying the details of the two parties to the agreement. A sample clause is reproduced here:
“This Artist Agreement (“Agreement”) is made on ______ [Date]this Day of ____ [Month], 2021 at _____[mention place] BY AND BETWEEN ____________[Name of the Producer], a company incorporated under the provisions of the Indian Companies Act ______, having CIN : ________________, PAN : _________ and having its registered office at _______________ represented by its director/authorized signatory Mr/Ms ______________, Age _______, Occupation ____________, address __________________, authorized by a resolution dated __________________ ( hereinafter referred to as “Producer” and unless repugnant to the meaning and context thereof shall mean and include its representatives, assignees and employees)AND Mr/Ms ________________ [Name]son/daughter of __________, Age: _________, PAN: __________, residing at _______________ (hereinafter referred to as “Artist” and unless repugnant to the meaning and context thereof shall mean and include his representatives)”.
This clause is the main clause that records the reason as the artist is invited to work or provide his expertise. It may be acting, singing, dancing, composing music, directing, choreographing, designing the sets, directing, etc. It differs from the expertise of an artist to artist. A sample clause is reproduced here:
“The Producer is producing and/or making and interested inter alia in the production, creation, and making of Music Albums, Songs, Web-Series, Television Serials, Motion Pictures/ Cinematograph Films and has started producing Music Albums, Songs, Web-Series, Television Serials, Motion Pictures/ Cinematograph Film titled as “__________”. (Hereinafter referred to as the “Project/ said Project”).” This could be modified as per the requirements of the respective project.
This clause defines the payment terms offered and agreed to be paid to the artist in lieu of his work and/or services. This can be varied as per the stages of work/services and mutually decided by the parties.
4. Service/work by an artist/engagement
This clause refers to the role, work, and/or service provided by the artist to the producer/maker for the project. This defines the scope of work and committed liability to perform for the project.
5. Terms and conditions
This clause refers to the terms and conditions of the agreement and as agreed by the respective parties to it. Sample terms and conditions are reproduced below:
- The Producer employs the Artist to act, play and perform in the project and take part in the Project as agreed in this Agreement.
- The Artist accepts the offer and agrees to perform, act as per directions of the Producer and shall devote his best of abilities and time to perform in the engagement.
- The Artist shall provide his services to the Producer in respect of the Project as agreed in the Schedule ___ appended to this Agreement.
*These terms and conditions can be modified as per project requirements and are reproduced only to demonstrate the nature of such terms and conditions.
This clause can be divided as per the project specifications and the role of the artist and as per the requirement of the producer/maker.
A. Pre-engagement term
This clause refers to the obligations of the artist before his engagement to the project. It can include research, training, and other aspects as required by the producer/maker.
B. Engagement term
As the name suggests, this clause refers to the obligations of an actor during his engagement for the project.
C. Post-engagement term
This clause refers to the obligations of the artist after the terms get over. There may require additional work, retakes, re-recordings, dubbing, and voice-over for the project. The actor should make himself available for these activities.
7. Rights of the parties
This clause is required to secure the rights of the parties, so they may not be infringed in any way during the project. The respective party’s rights can be secured by way of copyrights and other Intellectual Property provisions and by incorporating specific stipulations in the agreement.
8. Artists obligations
This clause puts the obligations of the artist towards the project and defines his work and its other related aspects. The artist can be held liable for non-performance and breaches, therefore, it’s very important to negotiate and finalize such obligations before entering into the agreement. Generally, the obligations stipulate to perform the services in a professional manner and as agreed in the agreement.
This clause enables the parties to claim royalty, if any, involved in the project. This is the most crucial and negotiated clause in this type of agreement as there are huge profits involved in the entertainment business and no one wants to leave it at the mercy of the other party. So, every artist tries to negotiate it and seek royalties from the project. Hence, it is advisable to have a consensus between the parties for royalties.
This clause sets out the acceptance of the parties to the terms of the agreement, arrangements of the projects. The parties must agree on the stipulations and obligations and any variation to the terms of the agreement may lead to the consequences.
11. Online agreements
In this era, online agreements have become a new normal. The producer and artist are required to enter into agreements with various online platforms of the entertainment industry in respect of the project for the promotion, interviews, publicity, and endorsements etc. This clause defines such obligations of the parties to the agreement and the artist should be careful while they associate with some third party in such agreements.
As per the prevailing entertainment and media industry practice, the producer or maker is required to obtain insurance in respect of his project, ensure the personnel involved in the project etc. This clause specifies such an obligation of the producer/maker.
13. Representations and warranties
This clause defines the representations and warranties as provided by the parties to the agreement. Below are some sample representations and warranties for the general understanding and for illustrative purposes:
- The parties have full legal right and authority to enter into this agreement and perform all obligations.
- The parties do not suffer from any legal disabilities and infirmities which would in any way affect their performance, at any point in time, in respect of this agreement.
- The parties confirm that there are no pending cases before any court of law or before any quasi-judicial bodies not limited to any project, trade association, _____ distributors association, or any government authorities that may in any manner restrict or impair or create any impediments in respect of his/her rendering services for the said project.
- The producer shall make payments to the artist in connection with his services/engagement for the project.
- The producer shall make the project within stipulated time and in the manner as envisaged under this agreement.
This clause defines the ways by which the agreement can be amended/altered and the reasons for such amendment. There may be situations where the parties need to amend the agreement such as availability of the artist, rescheduling of the project, etc.
This clause refers to the events in which the parties to the agreement can seek cancellation. This clause outlines the situations in which the agreement may be terminated or canceled and the post-cancellation obligations of the parties. Since high stakes are involved in such agreements, this clause needs to be drafted in a way to has a smooth exit for both parties. The parties should consider the events of termination and cancellation and resources available to them in such an event to avoid any ambiguity.
Sample draft of artist agreement
Below is the sample draft of the artist agreement for the general understanding.
This Artist Agreement (“Agreement”) is made on ______ this Day of ____, 2021 (“Effective Date”) at ___________ ().
BY AND BETWEEN
ABC LIMITED, a company incorporated under the provisions of the Indian Companies Act ______, having CIN : ________________, PAN : _________ and having its registered office at _______________ represented by its director/authorized signatory Mr/Ms ______________, Age _______, Occupation ____________, address __________________, authorized by a resolution dated __________________ ( hereinafter referred to as “Producer” and unless repugnant to the meaning and context thereof shall mean and include its representatives, assignees and employees)
Mr/Ms ________________ son/daughter of __________, Age: _________, PAN: __________, residing at _______________ (hereinafter referred to as “Artist” and unless repugnant to the meaning and context thereof shall mean and include his representatives)
The Producer and the Artist hereinafter, wherever the context requires, shall be individually referred to as the “Party” and jointly as the “Parties”.
- The producer is engaged inter alia in the business of production, creation, and the making of music albums, songs, web series, television serials, motion pictures/ cinematograph films and is desirous of producing music albums, songs, web series, television serials, motion pictures/ cinematograph film availing the services of the artist for their project.
- The artist is an artist of repute, and is also desirous of rendering his/her performance and/or services/engagement in the said project to be produced by the producer on the terms and conditions, mutually agreed between the parties and recorded hereinbelow.
Now, therefore, it is hereby agreed between the parties to as follows
- “Agreement” shall mean this artist services agreement and any and all schedules attached and/or incorporated in it by reference and shall include any modifications of this agreement as may be mutually agreed in writing by the parties.
- “Film” or “the said film” shall mean the whole or any part of a full-length colour cinematograph film to be produced by the producer as the first owner for which the artist is required to render services, based on the story and script to be written by and to be directed by a director mutually acceptable to the parties hereto. The film is yet to be titled and shall include soundtrack and any recording or recordings however made of a sequence of visual images and sound which is capable of being used as a means of showing that sequence as a moving film as may be used for presentation through any media or method whatsoever including cinema, theatrical, non-theatrical, television transmissions, satellite transmissions or diffusion media or video or by any gauge or size of film or via internet or contrivance or through appliances and technologies presently existing and available or that may be invented in future.
- “Song” shall mean the whole or any part of a full-length song to be produced by the producer as the first owner for which the artist is required to render services, based on the lyrics and music by the musician and to be directed by a music director mutually acceptable to the parties hereto it and shall include recording of soundtrack and any recording or recordings however made and sound which is capable of being used as a means of showing that sequence as a visual song as may be used for presentation through any media or method whatsoever including cinema, theatrical, non-theatrical, television transmissions, satellite transmissions or diffusion media or video or by any gauge or size of film or via internet or contrivance or through appliances and technologies presently existing and available or that may be invented in future.
- “Intellectual Property” includes patents, trademarks, service marks, trade names, designs, copyrights, rights of privacy and publicity and other forms of intellectual or industrial property, know-how, inventions, formulae, confidential or secret processes, trade secrets, any other rights and/or assets including protected rights and any licenses and permissions in connection therewith, in each and any part of the world and whether or not registered or registrable and for the full period thereof, and all extensions and renewals thereof, and all applications for registration in connection with the foregoing.
- “Rights” or “the said rights” includes all the work and also all the rights, title, interest, ownership in relation to and/or associated with the said film and the film properties, including but not limited to the negatives, script, exploitation rights, Exploitation of Rights, Intellectual Property Rights (whether known or not known or invented or not invented) and all the present and future audio-visual formats (digital/analogue or otherwise) of the sound recording, dialogue, musical Motion Film rights, synchronization, theatrical rights, non- theatrical rights, music rights, musical rights, distribution rights, animated rights, all television Motion Film and other television rights (including cable television channel rights, cable television rights, channel rights, CCTV rights, Cable TV rights, Direct to Home rights (DTH), pay television rights, subscription television rights, free television rights, pay channel rights), broadcasting rights, webcasting rights together with or without radio, episodes, broadband rights, performance rights, internet, interactive rights, mobile phone rights, video-on-demand rights, public performances royalties rights, air borne rights, hotel rights, commercial establishment rights, internet rights, merchandising rights, gaming rights, rental rights, publishing rights, surface transport rights, satellite rights, satellite television rights, satellite broadcasting rights, terrestrial rights, high seas rights, dubbing and subtitling rights, theatrical video rights, videogram rights, Doordarshan/ Prasar Bharati rights, cable television rights, ship rights, videogram sale rights, underlying rights, videogram rental rights, video copyrights publishing rights, digital rights, audio rights, video rights, VCD and DVD rights, Laser disc, blue ray DVD, home video rights, home video distribution rights, home video exhibition rights, VHS rights, airline rights, film and television formats, scripts, titles, finished products and/or ancillary rights, new media rights, all rights under the laws relating to Intellectual Property Rights and also rights in dramatic work, musical works, sound recording, video recording and any and all allied incidental and ancillary rights, in and to the said film and the film properties and also all rights to subsequent production, prequels, sequels, remakes, sequence, in perpetuity and also includes all rights, title, interest, ownership of whatsoever nature in respect of the said film and the film properties and also any and all other rights, title, interest, ownership etc. not specifically mentioned herein and also trade names, trademarks, trademark registrations, trademark applications, service marks, service mark registrations, service mark applications, copyrights, copyright registrations, copyright applications, registered patents and patent applications, trade secrets, proprietary manufacturing or production information, technical data and know-how, inventions, specifications. It shall also include all the rights, benefits, and privileges directly and/or indirectly attached to the said film and no rights are excluded. The aforesaid rights shall be for the entire world including India.
- “Services” mean and include (i) shooting, (ii) dubbing, (iii) photo session, (iv)training/workshops required for shooting, (v) dubbing, (vi) singing, (vii) recording and/or photo sessions or for performing additional services required for publicity and promotional activities or any other services.
- “Engagement”: ‘Engagements’ means the acts, deeds, and performances of the Artist by himself and/or jointly with others within India and throughout the world for a specific project/projects, during the engagements schedule, save and except those accruing to the artist by virtue of clause _____, which ABC Limited alone may exploit commercially to generate revenue and includes the artist’s performances as:
- an actor/performer in cinematograph films, feature films and television films and other audio-visual works howsoever described;
- a singer or voice recording artist;
- a dancer;
- a cornmentatorora compare of living or recorded shows that may be performed or broadcast, telecast terrestrially or otherwise howsoever;
- a live stage performer;
- a model for still and video photography;
- a part of any programme organised by ABC Limited for the benefit of ‘tourists and fans or fan clubs of the artist and/or their members;
- responding to telephone calls during promotion programmes,
- endorser of any brand of any product or service, permitting the use of the artist’s trademark, ideogram, logogram, monogram, and name as a user, promoter of such brand or service, or otherwise howsoever save and except brands, products or engagements which the artist in his reasonable opinion finds derogatory, offensive, unethical or otherwise objectionable;
- facilitating autograph on photographs, articles, writings, voice recording for use in telephone answering machines and generally for merchandising products and engagements;
- facilitating and promoting, at the reasonable discretion of the producer all or any article, set-vice, product not offensive to public morality or decency whether or not merchandised by the producer which, in the opinion of ABC Ltd will generate revenue for ABC Ltd save and except any such article, service or product which the Artist may reasonably consider objectionable;
- attending interviews, talk shows arranged or produced by the producer;
- a promoter of art forms, cultures, tourism, and travel to such destinations and in such manner as ABC Ltd may require the Artist to do;
- attending public functions including fashion shows, sales of articles and things merchandised by Producer, sports events, cultural events, etc.
(xv) promoting at the instance of Producer other Artists by oral or written means;
(xvi) a part of commercial advertisements which may be exploited in any media;
(xvii) attending press conferences arranged by Producer and other non-commercial appearances which may include radio and television broadcasts.
- ‘Engagement Schedule’ means a schedule during which the Artist will fulfil his obligations under these presents, which schedule shall contain dates, times, and locations for publicity and includes the recording, shooting, pre-production period, and post-production periods.
- ‘Guaranteed Payment’ means the non-refundable sum of Rs________________ (Rupees _______________only), which Producer shall pay to the artist as the entire consideration for the assignment contemplated in Clause __________ below.
- ‘Guaranteed Period’ means the period of _________ working days exclusive of bank and public holidays in any given calendar year during which the artist shall be available for engagements.
- ‘Pre-engagement Period’ shall mean such period as ABC Ltd may allocate in the Engagements Schedule for the purposes of preparing to fulfil his obligations under the agreement such as auditions, tests, rehearsals.
- ‘Post-engagement Period’ shall mean such period as ABC Ltd may allocate in the Engagements Schedule for the purposes of completion of the activity arising out of the engagements of the Artist.
[YOU CAN ADD MORE DEFINITIONS IF REQUIRED]
2. The Project
Producer is producing and/or making and interested in the production, creation, and making of Music Albums, Songs, Web-Series, Television Serials, Motion Pictures/ Cinematograph Films and has started producing Music Albums, Songs, Web-Series, Television Serials, Motion Pictures/ Cinematograph Film titled as “__________”. (Hereinafter referred to as the “Project/ said Project”). (This can be modified as per requirement).
3.1 As compensation in full for the Artist’s performance Services in respect of the said Project pursuant to this Agreement, provided the Artist is not in default and has performed all the material Services required hereunder, the Producer shall pay to the Artist a total sum of Rs.____________/- (Rupees___________ only) (“the compensation”) for the Artist’s Services in respect of the said Project. The compensation shall be payable to the Artist as set out below:
(a) Rs.___________/- (Rupees__________ only) on execution/ signing of this Agreement;
(b) Rs.________________/- (Rupees__________ only) payable in equal instalments ten days prior to commencement of each schedule agreed between the parties.
(c) Rs._____________/- (Rupees ____________ only) prior to commencement of the _____of the said Project; and
(d) Rs.___________/- (Rupees __________ only) prior to first release of the said Project in any part of the world.
The Artist will pay his/her personal taxes. Payments by the Producer shall be subject to income tax deductible at source. The Service tax, if any, shall be borne and paid by Producer.
3.2 The said Project shall not be released in any part of the world without first paying to the Artist the compensation due in respect of the said Project as aforesaid. The Artist shall have no direct and/or indirect rights in the said Project save and except to claim his/her balance compensation.
3.3 All traveling and accommodation expenses, fares, and cost of living for outdoor location shall be incurred by producer.
3.4 All payments to the artist hereunder shall be deemed to be equitable and inclusive compensation for all the services rendered by the artist in connection with the said project and to be paid by way of a complete buy out of all rights granted to producer hereunder and no further sums shall be payable to the artist by producer by reason of the exploitation of the said projects and all results and proceeds of the artist’s services hereunder in any and all media throughout the world pursuant to any collective bargaining agreement, if any, or otherwise, by way of residuals, repeat fees, pension contributions, or any other monies whatsoever.
This agreement shall start from the effective date and shall continue thereafter until the completion and release of the said Project or _________ days whichever is earlier.
5. Service/work by an artist/engagement and artists obligations
- Producer hereby employs the artist to act, play, perform and take part in the said Project of producer at the places and such locations as the producer may from time to time decide on the terms and conditions set out herein.
- The artist shall make himself available as per the engagement schedule appended hereto or any addendum thereto for the services/engagement,
- The artist shall regularly and punctually attend at the studio and/or other office/s or such place as required by the producer for rehearsals, recordings of the said project and in other purposes in connection therewith and observe and submit to all rules and regulations of the ABC Ltd in force from time to time in this behalf.
- The artist shall devote all his time as per engagement/service/schedule and work solely for producer during the subsistence of this agreement and shall on no account render his services or engage in other activities free or on payment.
- The artist shall whenever required speak, act, sing, dance and play on instruments as the case may be and to perform to the best of his ability and skills and also to allow producer to record his voice with recording instruments and do all other acts, deeds and this in respect of the project.
- The artist shall make his services available as may be required by Producer for the completion of the project and exploitation thereof.
- The artist shall strictly keep all information confidential that is conveyed to him/her in the course of their negotiations and discussions, artistic content, music, compositions, lyrics, songs, themes, and treatment of the said project save and except for approved promotion of the said project. The artist shall endeavour that the same shall also be kept confidential by the representatives of the artist.
- The artist shall accept all suggestions of the Director and producer of the said project in all matters pertaining to the artist’s work in the said project.
- The artist shall cooperate with producer to complete the production of the said project in the best possible manner and as per the practice of the industry.
6. The producer’s rights
- Producer alone as the first owner shall be solely, absolutely and exclusively entitled to own the rights and the Intellectual Property Rights of the said project without any limitation, restriction or exclusion.
- Producer’s acquisition hereunder shall also include all rights generally included in the field of literary and musical endeavour as the “moral rights” of the author in and/or to any musical and/ or literary proceeds of the Artist’s Services.
- Producer shall also have the right, in respect to such product, to add to, to subtract from, change, arrange, revise, adapt, rearrange, translate into any and all languages, change the sequence, and the description thereof, change the title of the same, record and photograph the same with or without sound (including spoken words, dialogue and music synchronously recorded), use said title or any of its components in connection with the said Project wholly or partially independent thereof, to vend, copy and publish the same as Producer may desire, and the Artist hereby assigns to Producer all of the foregoing without any reservations, conditions or limitations and no right of any kind, nature or description is reserved by the Artist.
- Producer shall have the right to add to, to subtract from, rearrange, edit and change the Artist’s work hereunder.
- The Producer shall always have the sole, exclusive, permanent and perpetual right to use and/or display the Artist’s name, voice, and likeness for advertising, merchandising, publicizing, and exploiting the said Project, including without limitation souvenir programmes, commercial tie-ups, paperback editions of the literary property directly relating to and on any sound recording. The right and license granted to Producer herein shall extend throughout the world including India.
- Producer shall be solely and without recourse to the Artist, be entitled to exploit the said Project, and parts thereof, and producer solely shall be entitled for all revenues, receipts, income, and realizations from such exploitations. Apart from the compensation paid to the artist herein. The artist waives all rights to any exploitable revenues derived from the said project, which shall be solely to the account of the producer.
- The producer shall have the perpetual and universal right to photograph and re-photograph the artist (still and moving) and to record and re-record, double and dub the Artist’s voice and performances, by any present or future methods or means and to use and authorize others to use artist’s name, voice and likeness for and in connection with the said project, the soundtrack (including a soundtrack album), trailers, and documentary and all advertising, merchandising, commercial tie-ups, publicity and other means of exploitation of any and all rights pertaining to the said project and any element thereof.
- The producer shall own all results and proceeds of the artist’s services hereunder, including the copyrights thereof, and as such, the producer shall have the right as the first owner (among all other rights of ownership)
(i) to include such results and proceeds in the said project and in advertising and publicity relating to the said project;
(ii) to reproduce such results and proceeds by any present or future means,
(iii) to combine such results and proceeds with photographs and recordings made by others for use in the said project;
(iv) to exhibit and perform such results and proceeds in theaters, on the radio and television, and in or by any other present or future media, for-profit and otherwise, and for commercial or non-commercial purposes and purposes of trade; and
(v) to license and assign its rights to any other person or producer.
Without in any way limiting the foregoing, the results and proceeds of artist’s services hereunder include any and all material, words, writings, ideas, melody, and lyrics composed, submitted or interpolated by the artist in connection with the preparation or production of the said project. All the aforesaid material, the copyright therein, and all renewals, extensions, or reversions of copyright now or hereafter provided, shall automatically become the property of the producer, who shall be deemed the author thereof.
- The artist’s services are extraordinary, unique, and not replaceable and there is no adequate remedy at law for a breach of this agreement by the artist. In the event of any breach, the producer shall be, without prejudice to all its other rights, entitled to equitable relief by way of injunction or otherwise.
- The producer shall have the right to assign the said project and/or rights in the said project at any stage but without affecting the artist’s right under this agreement.
The parties hereby accept the terms of this agreement and further assures that the parties shall diligently work on the project in the manner and spirit of this agreement.
8. Online agreements
The artist hereby agrees and consents to enter into various online agreements, contracts with OTT platforms, media houses, websites etc., in respect of the promotion, interviews, publicity, endorsements, etc., of the project.
Producer may at its own cost use best efforts to secure life, health, accident or other necessary insurance ensuring the producer’s benefit, subject to deductions and exclusions contained therein, covering the artist and the artist shall not have any right, title or interest in or to such insurance whatsoever. Representations and warranties
10. Representations and warranties by the artist
The artist hereby represents and warrants that:-
- He/she has the full legal right and authority to enter into this agreement and perform all obligations hereunder.
- He/she does not suffer from any legal disabilities and infirmities which would in any way affect his/her performance hereunder, at any point of time.
- The artist confirms that there are no pending cases before any court of law or before any quasi-judicial bodies not limited to any project, trade association, _____ distributors association or any government authorities that may in any manner restrict or impair or create any impediments in respect of his/her rendering services for the said project.
- The artist shall not exploit for his/her personal profit or gain any of the characters, story, script, screenplay, musical score, lyrics, dialogues, footage or special effects (and/or any adaptations thereof) that are created for the said project or the artist had rendered creative services in respect of the story, script, screenplay, musical score, lyrics, dialogues, footage, special effects or adaptations.
B. Representations and warranties by producer
Producer hereby represents and warrants that:-
- Producer has full legal right and authority to enter into this Agreement and perform all obligations hereunder.
- Producer shall make payments to the artist in connection with his services/engagement for the project.
- Producer shall make the project within stipulated time and in the manner as envisaged under this agreement.
No change, modification, or termination of any of the terms, provisions, or conditions of this agreement shall be effective unless made in writing and signed or initiated by both parties to this agreement.
12. Force Majeure
If, by reason of fire, earthquake, tsunami, labour dispute or strike, an act of God or public enemy, pandemic, epidemic, any municipal ordinance, any state or central law, governmental order or regulation, artist’s incapacity or any other cause beyond the control of the producer, whereby the producer is materially prevented from or materially hampered in the production of the said project, or if, by reasons of any of the aforesaid contingencies, the preparation, commencement or completion of the said project is materially hampered, materially interrupted or materially interfered with then the producer may postpone the commencement or suspend the operation of this agreement with respect to the rendition of services by the artist and with respect to the running of time hereunder will continue till such Force Majeure conditions shall continue.
- The parties may terminate/cancel this agreement by giving 15 days prior notice to the other party on material breach caused by the respective party on account of deviation of the terms of this agreement.
- Effects of termination
As a result of the exercise of a right of termination pursuant hereof shall have the following result:-
- The producer shall not be obliged to pay the artist any further compensation.
- The producer shall not be deemed to have waived any other rights possessed by the producer, or alter producer’s right or any of the artist’s agreements or warranties in connection with the rendition of the artist’s services prior to termination provided that all amounts due to the artist hereunder as on date of termination have been paid.
(i) The artist agrees to defend, hold and indemnify and hereby indemnifies producer, its successors, licensees, assigns, and agents from all third-party claims, liabilities, damages, costs arising directly and/or indirectly from any breach caused by the artist of any warranty made by him/her herein.
(ii) The producer shall defend, hold, indemnify, and hereby indemnifies the artist his/her heirs, executors, and assigns harmless from all third-party claims, litigation, liabilities, damages, costs arising from any breach by the producer of any warranty or agreement made by it hereunder or arising from any use of the rights granted and/or materials supplied and/or services rendered by the artist hereunder.
15. Dispute resolution
Any difference, dispute or claim arising out of and/or relating to interpretation, meaning and/or material breach in respect of this agreement, it shall be referred to the sole Arbitrator Mr_______________ (Retired High Court, Judge, Bombay High Court, Mumbai) for adjudication by way of Arbitration proceedings under the provisions of Arbitration Act, 1996 or any amendments thereof or the law relating to the Arbitration for the time being in force. The seat of the arbitration shall be at __________ and the venue for the arbitration shall be mutually decided by the Parties. The language of the Arbitration shall be English.
All notices given pursuant to this agreement shall be in writing and shall be delivered to the addresses/email addresses of the parties mentioned hereinabove.
17. Entire agreement
This agreement constitutes the entire agreement between the signatories and shall supersede all negotiations, preliminary agreements, and all prior and contemporaneous discussions and understandings of the signatories in connection with the subject matter hereof.
This agreement is non-assignable at the end of the artist.
19. Binding nature
This agreement will be binding upon producer and all its agents, employees, nominees, successors, and permitted assigns and upon the artist in person.
If any of the terms or provision of this agreement, or the application of term or provision, is held invalid by a court of competent jurisdiction, the remainder of this agreement and the application of such term or provision to persons, or circumstances other than those with respect to which it is held invalid shall not be affected.
21. Governing law and jurisdiction
- This agreement shall be governed and construed in accordance with the laws of India.
- In relation to any legal action or proceedings before, during or after arbitration Proceedings contemplated herein, the Parties irrevocably submit to the exclusive jurisdiction of the Courts in ___________ alone and waive any objection to such proceedings on the ground of venue or on the grounds that the proceedings have been brought in an inconvenient forum.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first herein above written.
SIGNED, SEALED, AND DELIVERED
By the within named
Represented by its Authorised Director
In the presence of ………
SIGNED AND DELIVERED
By the within named “ARTIST”
In the presence of ………
The artist agreement is required to be drafted with utmost clarity and precision in terms of negotiations between the parties. This agreement enables the parties to exercise their respective rights and binds them to fulfil agreed obligations. In this agreement, one has to be very careful at the clauses or terms like engagement, services, schedule, payment terms, royalty, and termination or cancellation. These aspects play a crucial role in governing the relations of the artist and the producer. In the light of the above discussion, one can understand the concept of artist agreement and how it can be drafted.
- The artist agreement is between two parties who agree to work on specific projects and it governs their relations inter se.
- It is necessary to have a written agreement with definitive terms to avoid any disputes in the future between the parties.
- One should check the timelines, schedules, annexures, payment terms and modes of payments, etc. to avoid the ambiguity in future.
- This agreement defines the obligations, commitments, and responsibilities, and hence, utmost precautions should be taken by the respective parties.
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