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Creative Works AgreementTHIS AGREEMENT is made this ___________ day of ___________ 20 __, by and between _____________________________(hereinafter referred to as the "Publisher"), a company organised, and existing under the laws of the State of ____________, with its principle place of business located at _____________________, and ___________________________, (hereinafter referred to as the "Writer"), an individual with his or her principle place of residence at ___________________________________, do hereby agree to the following: WHEREAS, the Writer is commissioned to write an article of approximately (---) words, with a working title of (name). This legal and written agreement represents services contracted by the Publisher for the Writer to provide creative commercial services for the following project: (descibe project). TERMS OF PAYMENT The Publisher agrees to pay the Writer the sum of (amount of dollars) upon receipt and acceptance of the work. The labor provided is on a "work for hire" basis and the Publisher will retain and own all rights to said work. The Publisher shall have the right, after acceptance, to "kill off" the article, and shall pay the Writer one-half of the agreed compensation, and shall release first rights, worldwide, to the Writer. The Publisher shall retain the right to republish the article upon paying the difference between the kill fee and the agreed fee for the article. ARBITRATION Any disputes pertaining to said contractual arrangement being affairs that cannot be settled amicably shall be submitted to an arbitrator under the Rules of the American Arbitration Association in the City of [city], whose award may be reduced to judgment in any court of competent jurisdiction. AMEMDMENT This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties. SEVERABILITY If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. WAIVER No consent or waiver, expressed or implied, by any party to or of any breach or default by the other party in the performance of obligations hereunder will be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such other party of the same or any other obligation under this Agreement. Failure on the part of a party to complain of any act or failure to act of the other party or to declare the other party in default, irrespective of how long such failure continues, will not constitute a waiver by such party of its rights under this Agreement. FURTHER ACTIONS Whether or not specifically required under the terms of this Agreement, each party will execute and deliver such documents and take such further actions as may be necessary in order for such party to perform all of his, her, or its obligations specified herein or reasonably implied from the terms hereof. MUTUAL UNDERSTANDING Each party has read this entire Agreement, fully understands the contents hereof, has had the opportunity to obtain independent advice as to its legal effect, and is under no duress or obligation of any kind to execute it. This Agreement reflects the mutual understanding of the parties with respect to all subject matter addressed herein and will be construed accordingly. NO REPRESENTATIONS Neither party has made any representations nor promises, other than those contained in this agreement or in some further writing signed by the party making the representation or promise. INTERPRETATION This Agreement will in all events be construed as a whole, according to its fair meaning, and not strictly for or against a party merely because that party (or the party's legal counsel) drafted the Agreement. The headings, captions, and titles in this legal Agreement are merely for reference and do not define, limit, extend, or describe the scope of this Agreement or any provision herein. Unless the context requires otherwise, (a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter, and (b) the word including means including without limitation. INVALID PROVISIONS If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. This Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid, or unenforceable provision, there will be added automatically, as a part of this Agreement, a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid and enforceable. ENTIRE AGREEMENT This agreement, in its entirety, contains the full understanding of the parties. It may not be changed orally but only by an instrument in writing signed by the party against whom enforcement of any change, extension, modification, waiver or discharge is sought. IN WITNESS WHEREOF, the parties have executed this agreement the day and year as first above written at ___________________________ (City), ___________________ (State). ___________________________ Publisher ___________________________ Writer WITNESS:
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