Intellectual Property Toolkit for Artists by Northside Hip Hop Archive

INTELLECTUAL PROPERTY FOR ARTISTS AN I.P. TOOLKIT

AN INITIATIVE OF

TO BACK YOU UP LEGALLY.

Bboy Jayson, House of Paint Festival, 2019. Photo credit: Vivid Kolor Media

A REMINDER

The commentary in this package is intended to provide useful information of a general nature to artists. While effort has been made to provide accurate and up-to-date information, the authors, Northside Hip Hop Archive and the Law Foundation of Ontario cannot accept liability for errors or omissions. This entire project has been produced with Canadian Hip Hop artists in mind. It must be understood that within Canada, and internationally, laws governing copyright, personal property and sales tax may vary. It would be advantageous as an artist to alway seek out the appropriate legal advice to address your specific needs. The contract examples and agreements provided in this guide are meant to be instructional. No contract example or sample agreements provided here should be relied upon without first consulting an experienced lawyer with a background in art and entertainment law.

Created by Northside Hip Hop Archive

“HAVING YOUR RIGHTS AND INTERESTS ARTICULATED IN PROPERLY DRAFTED AGREEMENTS IS AN ESSENTIAL STEP FOR ARTISTS TO PROTECT THEIR CREATIVE Salman WORKS.” Rana Front Cover: House of Paint Festival, Ottawa 2019

ARTIST COPYRIGHT

GENERAL CONTRACT CLAUSES

8-11

6-7

AGREEMENTS TYPES

12-13

GLOSSARY OF TERMS

table of contents

COPYLEFT & CREATIVE COMMONS

14-15

SUGGESTED READING LIST AND RESOURCES

20-21

16-18

SAMPLE AGREEMENTS

23-30

ARTIST ARTIST ARTIST ARTIST ARTIST ARTIST ARTIST ARTIST ARTIST ARTIST ARTIST ARTIST ARTIST ARTIST ARTIST ARTIST ARTIST ARTIST ARTIST ARTIST ARTIST ARTIST ARTIST ARTIST ARTIST ARTIST ARTIST

COPYRIGHT COPYRIGHT COPYRIGHT COPYRIGHT COPYRIGHT COPYRIGHT COPYRIGHT COPYRIGHT COPYRIGHT COPYRIGHT COPYRIGHT COPYRIGHT COPYRIGHT COPYRIGHT COPYRIGHT COPYRIGHT COPYRIGHT COPYRIGHT COPYRIGHT COPYRIGHT COPYRIGHT COPYRIGHT COPYRIGHT COPYRIGHT COPYRIGHT COPYRIGHT COPYRIGHT

MARTK’D @ The Royal Ontario Museum, 2019

Adam Bomb at Friday Night Live. Photo by Vivid Kolor Media

ARTIST COPYRIGHT Artists seeking to monetize their work or formally collaborate with other artists should familiarize themselves with basic aspects of copyright law and the basic elements of formal arts based legal agreements. This applies to visual artists, musicians, designers, writers and anyone else participating in the creative industries.

Copyright subsists automatically in creative work. Registering your copyright with the federal government or through an agency responsible for administering copyright is an additional means to establishing evidence of “authorship,” but not mandatory. Most artists in their day to day dealings with others will want to establish their intellectual property rights, or any assignment of those rights in their business dealings through formal legal agreements (ie. contracts). Through the formal legal agreements (ie. licensing agreements) the artist can negotiate how their copyright and work can be used. The right can be exercised strictly to maximize an author’s monopoly over their work, or liberally to foster collaboration and innovation. For this reason it is important for artists to familiarize themselves not only with the basics of copyright ownership, but with basic elements of contract drafting and the different licensing regimes with which to formally share their work.

The full title of the guiding legislation in Canada for the protection of copyright is the Copyright Act, R.S.C. 1985, c. C-42. The Copyright Act is federal legislation. Federal legislation is applicable throughout Canada and thus the Copyright Act regulates copyright throughout Canada. The Copyright Act determines who can legally own a copyright, what can be protected under copyright, what constitutes an infringement, and how copyright can be transferred, assigned or diminished, among many other things. The Canadian Intellectual Property Office describes copyright in Canada as, “the exclusive legal right to produce, reproduce, publish or perform an original literary, artistic, dramatic or musical work. The creator is usually the copyright owner.”

GENERAL GENERAL GENERAL GENERAL GENERAL GENERAL GENERAL GENERAL GENERAL GENERAL GENERAL GENERAL GENERAL GENERAL GENERAL GENERAL GENERAL GENERAL GENERAL GENERAL GENERAL GENERAL GENERAL GENERAL GENERAL GENERAL

Beddo, in action

CONTRACT CONTRACT CONTRACT CONTRACT CONTRACT CONTRACT CONTRACT CONTRACT CONTRACT CONTRACT CONTRACT CONTRACT CONTRACT CONTRACT CONTRACT CONTRACT CONTRACT CONTRACT CONTRACT CONTRACT CONTRACT CONTRACT CONTRACT CONTRACT CONTRACT CONTRACT 8

CLAUSES CLAUSES CLAUSES CLAUSES CLAUSES CLAUSES CLAUSES CLAUSES CLAUSES CLAUSES CLAUSES CLAUSES CLAUSES CLAUSES CLAUSES CLAUSES CLAUSES CLAUSES CLAUSES CLAUSES CLAUSES CLAUSES CLAUSES CLAUSES CLAUSES CLAUSES

GENERAL CONTRACT CLAUSES Every contract should include the following basic clauses or provisions, which often appear in the latter part of a contract under a heading similar to “general provisions”:

FORCE MAJEURE This clause sets out how the parties will exercise their rights and obligations under unforeseen circumstances such as natural disasters, pandemics, strikes and other “acts of God” that serve to frustrate the normal performance of contractual obligations.

AMENDMENTS This clause will identify how the parties can go about amending the agreement after it has been signed.

FURTHER ASSURANCES This clause contemplates ancillary issues that will require cooperation between the parties outside of the letter of the agreement, but that may still be needed to fulfill the requirements of the agreement. For example, if a producer retains a percentage of master rights to a sound recording, the artist or record label may expect the producer to sign off on third party synchronization licenses, or for the party to carry out their obligations in a way to ensure that the exercise of the agreement is not frustrated.

DEFAULT AND CURE This clause allows a party that knowingly or unknowingly breaches a term of the agreement to right their wrong, on notice given by the other party. It will usually stipulate a time period for the breaching party to “cure” their breach, and the result if they fail to do so, ie. termination of the agreement. DISPUTE RESOLUTION This clause articulates how the parties will go about resolving any disputes, without immediately heading into litigation. In most instances, it will suggest some resort to mediation.

INDEPENDENT CONTRACTOR STATUS You as the artist entering into the agreement will most likely be an independent contractor and not an employee of the contracting party. This is an important distinction for tax purposes and clarifying the contracting parties’ rights and obligations.

ENTIRE AGREEMENT This clause binds the parties to the agreement in writing, and precludes any suggestion of extra-textual agreements outside of the terms agreed to in the body of the written agreement (i.e. a verbal agreement).

GENERAL CONTRACT CLAUSES INTERPRETATION AND VALIDITY This clause stipulates the jurisdiction and law to be applied if the contracting parties end up in court. The artist should stipulate their home province as the jurisdiction, which will make any potential court challenge slightly more affordable, while the enforceability of any particular court order against a defendant will be applicable in any province (save for Quebec, in particular situations).

TERMINATION This clause governs how notice to terminate the contract must be given by a contracting party wishing to do so. WAIVER This clause prevents a non-performing party to the contract from claiming that the other party has waived their right to have the contract performed as stipulated in the agreement.

NO ASSIGNMENT This clause prevents either of the contracting parties from transferring their rights to a third party.

Following the general terms of any agreement, artists will want specific terms and clauses that speak to the nature and type of their agreement. For example, visual artists will want clauses that speak to issues such as copyright ownership, length of any licensing terms, reversion rights, and artistic control and any fees or advances. Musicians will also in kind want to have specific clauses laying out such things as royalties, advances, frameworks for revenue sharing, etc.

NOTICE Any notice given under the agreement will be governed by the terms and time frames set out in this clause. ASSIGNS AND SUCCESSORS

This clause binds the contracting parties’ estate, heirs or others that assume a contracting party’s rights and obligations.

Bargaining power will often determine the substance of the clause you negotiate. For example as a visual artist it may be difficult to retain full artistic control in the early stages of your career, or as an artist entering into a management deal it may be difficult to negotiate a lower share of your gross profit as the manager’s commissionable fee. As your profile grows, it becomes easier to negotiate terms more advantageous to your career. The choice is ultimately up to you. 10

Contracts and agreements can be short and concise (Memo Agreements) or detailed and elaborate (Long Form Agreements). Depending on the specificity and the details of a deal or collaboration, either agreement type may suffice. But at a minimum you want to be sure to put your agreement in writing, with all of your identifying information, the date of the signature, the date the agreement is to commence and any other important time signature to ensure timely performance of contractual obligations and also to provide a guideline for the courts should the contract be disputed. A vague contract absent of important identifying information, times and dates will give the courts and the parties in general, no clear guidelines for how, who or when contractual provisions should be performed.

sample agreements on pages 30-45

musicians may have clauses laying out such things as royalties, advances, frameworks for revenue sharing, etc.

visual artists may have clauses speaking to copyright ownership, length of any licensing terms, reversion rights, and artistic control and any fees or advances

AGREEMENT AGREEMENT AGREEMENT AGREEMENT AGREEMENT AGREEMENT AGREEMENT AGREEMENT AGREEMENT AGREEMENT AGREEMENT AGREEMENT AGREEMENT AGREEMENT AGREEMENT AGREEMENT AGREEMENT AGREEMENT AGREEMENT AGREEMENT AGREEMENT AGREEMENT AGREEMENT AGREEMENT AGREEMENT AGREEMENT

TYPES TYPES TYPES TYPES TYPES TYPES TYPES TYPES TYPES TYPES TYPES TYPES TYPES TYPES TYPES TYPES TYPES TYPES TYPES TYPES TYPES TYPES TYPES TYPES TYPES TYPES

T-Rhyme at “I Was There!” Saskatoon Edition, by Leilah Dhore

AGREEMENT TYPES The following are a list of the some of the most common agreement types for visual artists and recording artists: COMMON VISUAL ARTIST AGREEMENTS

COMMON RECORDING ARTIST AGREEMENTS

Agent & Dealer Agreement Artist Collaboration Agreement Bill of Sale Agreement Copyright License Agreement Digital Art Licence Agreement Exhibition Loan Agreement Original Print Publication Agreement

Sample Licensing Agreements Collaborator/Songwriter Agreements Distribution Agreements Personal Management Agreements Synchronization Agreements Recording and Distribution Agreements Producer Agreements Master Purchase Agreements

For examples of agreement types, please visit the following link: nshharchive.ca/resources

“THINKING ABOUT ART AND MUSIC AS PUBLIC GOODS CAN CHANGE THE WAY CONSUMERS AND USERS INTERACT WITH Salman CREATIVE WORKS.” Rana 13

COPYLEFT & CREATIVE COMMONS COPYLEFT & CREATIVE COMMONS COPYLEFT & CREATIVE COMMONS COPYLEFT & CREATIVE COMMONS COPYLEFT & CREATIVE COMMONS COPYLEFT & CREATIVE COMMONS COPYLEFT & CREATIVE COMMONS COPYLEFT & CREATIVE COMMONS COPYLEFT & CREATIVE COMMONS COPYLEFT & CREATIVE COMMONS COPYLEFT & CREATIVE COMMONS COPYLEFT & CREATIVE COMMONS COPYLEFT & CREATIVE COMMONS

Maestro by Vivid Kolor Media

COPYLEFT & CREATIVE COMMONS:

PROGRESSIVE LICENSING MODELS FOR COLLABORATION The ongoing debates about the politics that underwrite copyright often centre the ways that creative and intellectual works are protected in the interest of privatization and commercialization at the expense of artistic and intellectual development. As its designation prompts, copyleft licensing is a direct response to the restrictive properties of copyright, whereby artistic works can be used, altered and distributed freely, so long as the works derived offer the same openness. Specifically, copyleft arrangements thwart exclusivity and market incentives, in favour of collaboration, to strengthen and stimulate creations and knowledge.

able to release their rights, or provide conditions/restrictions to the use of their work, making their work more accessible and collaborative if they wish. under statutory copyright law, but afford artists the ability to resist commercialized culture by thwarting the barriers of overprotection more easily. Owners are able to release their rights, or provide conditions/restrictions to the use of their work, making their work more accessible and collaborative if they wish. For an example of a copyleft licensing agreement for visual artists, see the Free Art License drafted by Parisian artists and radical lawyers in the Copyleft Attitude movement:

Creative Commons is a copyright project that, like copyleft, is also oriented toward the production and availability of culture and knowledge, but does so by leveraging a series of licensing agreements with varying levels of protections so that owners are able to permit use of their protected work, for the commons, more easily. Intended primarily for authors and artists, Creative Commons licenses are designed so that other creatives in the commons are able to use or build on their work. Creative Commons licenses rely on the default protections afforded under statutory copyright law, but afford artists the ability to resist commercialized culture by thwarting the barriers of overprotection more easily. Owners are able to release their rights, or provide

http://artlibre.org/licence/ lal/en/ Visit the Creative Commons (CC) website for a guided explanation of CC licenses and help in deciding which license best suits your project: https://creativecommons.org/ about/cclicenses/

GLOSSARY GLOSSARY GLOSSARY GLOSSARY GLOSSARY GLOSSARY GLOSSARY GLOSSARY GLOSSARY GLOSSARY GLOSSARY GLOSSARY GLOSSARY GLOSSARY GLOSSARY GLOSSARY GLOSSARY GLOSSARY GLOSSARY GLOSSARY GLOSSARY GLOSSARY GLOSSARY GLOSSARY GLOSSARY GLOSSARY

Eklipz at the McMichael Canadian Art Collection. Photo by KnowtorietyWhyz

OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF

TERMS TERMS TERMS TERMS TERMS TERMS TERMS TERMS TERMS TERMS TERMS TERMS TERMS TERMS TERMS TERMS TERMS TERMS TERMS TERMS TERMS TERMS TERMS TERMS TERMS TERMS

GLOSSARY OF TERMS ADVANCE Amount of money paid prior to the commencement of work or in the course of work. It may be paid out to cover expenses or it may be a partial payment of the total fee.

FOREGROUND IP This is IP that is generated by parties together, when involved in a collaborative project. INFRINGEMENT An infringement is an act by a third party that breaches the exclusive rights of an IP owner.

BACKGROUND IP This is the IP that each collaborating party brings to a project.

INJUNCTION An order from a court (or other adjudicative body), either temporarily or permanently ordering an infringing party to stop their infringing activities as a remedy to an infringement of an owner/author’s IP.

COPYRIGHT An author or creator’s exclusive legal right to their literary, artistice, dramatic or musical works, and their right to reproduce, share or hold confidential such works. DERIVATIVE WORK One based on one or more pre-existing works; may be a modification, adaptation, or translation, and applies to a work that, according to copyright law, is recast, transformed or adapted.

INTELLECTUAL PROPERTY The main forms of intellectual property include: copyright, trademark, industrial designs, patents and trade secrets or confidential information. The term, “intellectual property” is an umbrella term that encompasses these various forms of intangible property.

DROIT DE SUITE A provision that grants creatoris a share in the value of their works by guaranteeing a certain percentage of the sale price every time a work is resold. Commonly referred to as a resale royalty

INTELLECTUAL PROPERTY ASSIGNMENT A contractual agreement where one party transfers or sells their IP rights to a third party.

EXCLUSIVE LICENSE This is a licensing agreement where the licensor permits the licensee to exploit the IP on an exclusive basis. While the licensor remains the owner of the IP, they cannot exploit the IP during the licensing period.

INTELLECTUAL PROPERTY LICENSING AGREEMENT A contractual arrangement between two or more parties where one party licenses their intellectual property to another party (grant of rights) for a specified period, fee and royalties. 17

GLOSSARY OF TERMS INTELLECTUAL PROPERTY STRATEGY A plan created by an author, creator, or business, to strategize how to leverage IP, through licensing, assignment, collaboration, etc. NON DISCLOSURE AGREEMENT Also referred to as a confidentiality agreement, is a contract where a party (or parties) disclose confidential information, and impose restrictions on disclosure and use of the information on the parties receiving the information. NONEXCLUSIVE LICENSE A licensing agreement where the licensor reserves the right to exploit their IP rights, while also permitting other licensees to hold a license to the IP. SOLE LICENSE A formal license that allows the licensor to license IP rights to one licensee, while simultaneously reserving the right to exploit the IP. SUBLICENSE A contractual agreement where a licensee grants some (or all) of their license rights to another contracting third party. TRADEMARK The exclusive right over a sign or symbol, used by a business in the course of delivering their goods and services. A trademark, for example a logo (design mark) or a company name (wordmark), distinguishes a business’s goods and services from other competitors.

for trademarks: “the more generic it is, the weaker; less suggestive, and more unique” & Think about trademarking the word not the logo/ an image.

for copyright: “The reason to register for copyright as an artist is that you’re now looking to monetize that piece of work.”

As soon as you create a piece of music, as soon as you write a book, as soon as you paint a piece of art, it becomes your intellectual property right away. 19

quotes from Zamani Thomas, Entertainment Attorney

SUGGESTED SUGGESTED SUGGESTED SUGGESTED SUGGESTED SUGGESTED SUGGESTED SUGGESTED SUGGESTED SUGGESTED SUGGESTED SUGGESTED SUGGESTED SUGGESTED SUGGESTED SUGGESTED SUGGESTED SUGGESTED SUGGESTED SUGGESTED SUGGESTED SUGGESTED SUGGESTED SUGGESTED SUGGESTED SUGGESTED

‘slipped me a mickey’, Eklipz

RESOURCES RESOURCES RESOURCES RESOURCES RESOURCES RESOURCES RESOURCES RESOURCES RESOURCES RESOURCES RESOURCES RESOURCES RESOURCES RESOURCES RESOURCES RESOURCES RESOURCES RESOURCES RESOURCES RESOURCES RESOURCES RESOURCES RESOURCES RESOURCES RESOURCES RESOURCES

SUGGESTED RESOURCES

Ari Herstand, How to Make It In The New Music Business (New York: Liveright Publishing Corporation, 2020) Canadian Artists Representation: https://www.carfac.ca Donald Passman, All You Need To Know About the Music Business (New York: Simon & Schuster, 2019) Graphic Artists Guild, Graphic Artists Guild Handbook: Pricing & Ethical Guidelines (15th ed.) (New York: Graphic Artists Guild, Inc., 2018) Graphic Artists Guild: https://graphicartistsguild.org Myra Tawfik & Karima Bawa, The Intellectual Property Guide: IP Literacy and Strategy Basics for Supporting Innovation (Edmonton: Brush Education Inc., 2019) RE:Sound: https://www.resound.ca Songtrust: https://www.songtrust.com SoundExchange: https://www.soundexchange.com The Society of Composers, Authors and Music Publishers of Canada: http://www.socan.com

SAMPLE SAMPLE SAMPLE SAMPLE SAMPLE SAMPLE SAMPLE SAMPLE SAMPLE SAMPLE SAMPLE SAMPLE SAMPLE SAMPLE SAMPLE SAMPLE SAMPLE SAMPLE SAMPLE SAMPLE SAMPLE SAMPLE SAMPLE SAMPLE SAMPLE SAMPLE

AGREEMENTS AGREEMENTS AGREEMENTS AGREEMENTS AGREEMENTS AGREEMENTS AGREEMENTS AGREEMENTS AGREEMENTS AGREEMENTS AGREEMENTS AGREEMENTS AGREEMENTS AGREEMENTS AGREEMENTS AGREEMENTS AGREEMENTS AGREEMENTS AGREEMENTS AGREEMENTS AGREEMENTS AGREEMENTS AGREEMENTS AGREEMENTS AGREEMENTS AGREEMENTS

Bboy Benzo @ House of Paint, 2019

SAMPLE AGREEMENTS The following pages include four (4) samples:

second agreement is a non-disclosure agreement, used to protect your ideas and IP from exploitation should an agreement such as licensing agreement not be formalized. Also included is a desist letter that any lawful copyright owner can use to warn a potentially infringing party to cease and desist from doing so.

PRODUCER AGREEMENT MEMORANDUM for individuals who are in the business of composing Hip Hop beats and selling them to artists or artist representatives and record labels. An agreement memorandum is a condensed version of a legal agreement which touches on the most important aspects of a producer agreement. Once signed by all parties involved, it serves as a legally binding contract. Long form agreements, some of which are still relics of the music industry from 40 years ago, are still common, and absent proper legal advice can be disadvantageous to the party with less bargaining power or less familiarity with music business or copyright terminology. A shorter agreement memorandum can better capture the most important aspects of the agreement in the day to day dealings of independent musicians in the Hip Hop community, and they can often be written with more accessible language. Nevertheless, the music industry operates under a complex business model, and Hip Hop musical artists would be wise to study the terminology and concepts to better equip themselves to protect their rights and take informed approaches to negotiating and decision making.

Again, it is important to remember that these agreements should be adjusted to reflect the nature of your agreement with any other parties involved. “CEASE & DESIST” LETTER A cease and desist letter is a type of written correspondence requesting that an infringing party immediately stop using your intellectual property. The letter can come from you, your management or associates or from a lawyer. A well written letter will describe the subject of the infringement, the type of infringement taking place and next steps if the infringing party fails to comply. Also important to include in the letter are the specific legislative provisions that are being violated and the potential damages the infringing party would face, should you decide to file a claim against them. As a matter of fairness and good faith, most letters will allow the infringing party a specific number of days to take the appropriate steps in order to stop the infringing activity.

ART & DESIGN AGREEMENTS Included here are two agreement examples. One a licensing agreement for the license of an art or design piece for commercial purposes, and the

This type of letter is not a legal instrument in the strictest sense (i.e. a legal order), but rather a formal letter indicating a copyright owner’s willingness to pursue legal action should the infringing party ignore it.” 23

Producer (Beat Maker) Agreement Memorandum: Artist and producer agree that Producer will produce ____ master recordings of Artist’s performances (the “Masters”) in exchange for $Y (the “Fee”), payable one-half upon commencement of services and one-half upon delivery to and acceptance of the Masters by Artist and XYZ Records (the “Label”). One-half of the Fee will be deemed recording costs and one-half will be deemed an advance (the “Producer Royalty”) against a producer royalty equal to (a) three percent (3%) of the Artist’s royalty base price for full-priced albums (comprised solely of recordings produced by Producer) sold in the U.S. through Normal Retail Channels (“USNRC” LP Sales) plus (b) the product of multiplying Artist’s royalties for all other sales and exploitations of the Master (and records embodying the Masters) by a fraction, the numerator of which is three percent (3%) and the denominator of which is Artist’s all-in royalty rate for USNRC LP Sales (the “Fraction”) except that, with respect to audiovisual recordings, Producer’s royalty will be equal to one-half of the aforementioned amounts. If Producer does not produce every master recording on any record embodying any Master(s) then Producer’s royalty for such record shall be adjusted on a pro rata basis. Artist will sign and deliver to SoundExchange a letter of direction directing SoundExchange to deduct from Artist’s royalty for each Master the amount equal to such royalty multiplied by the Fraction and pay that amount to the Producer. Artist shall not be required to pay any royalty to Producer until all recording costs for the Masters and on-half of all video costs for videos embodying any masters have been recouped by the Label from Artist’s net royalties (ie., Artist’s accrued all-in royalties less Producer’s accrued royalties, but specifically excluding the musical composition and royalties earned from SoundExchange) at which time, Artist must pay (or must cause the Label to pay on Artist’s behalf) Producer’s royalties retroactively to record one less the Producer Advance at the same time and on the same basis as the Label accounts royalties to Artist. Producer’s contributions to the master (excluding the musical compositions) shall be works made for hire for Artist or, alternatively, shall be deemed assigned to Artist by this agreement. Producer and Artist each warrant that their respective creative contributions to each Master are original and do not infringe on the rights of any third party and, if either party breaches such warranty, the breaching party shall be solely responsible for all costs and liabilities arising from such breach and shall indemnify the other party against all such costs and liabilities that have been reduced to a final non-appealable judgment.

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Producer shall receive credit in the following form in all liner notes, metadata and advertisements from the Masters: “Produced by _______________.” Producer shall be deemed to have written __% of the composition embodied in the Masters and shall cause his or her publisher to issue mechanical licenses to the Label in accordance with the controlled composition clause of Artist’s recording agreement provided that Producer’s mechanical royalty rate for USNRC LP Sales shall be not less than ___% of the full statutory rate in the U.S. or if in Canada, the generally accepted rate.

[Signatures and Title of Parties to the Agreement]

[Date of Signatures]

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Licensing Agreement (Short Form) FRONT Licensor’s Letterhead 1. _________________ (The “Licensor”) hereby grants to ____________ (the “Licensee”) a nonexclusive license to use the image ________________________ (the “Image”) created and owned by Licensor on (“Licensed Products”) and to distribute and sell these Licensed Products in ________________ (territory) for a term of ____ years commencing ___________ 20__ in accordance with the terms and conditions of this Agreement. 2. Licensor shall retain all copyrights in and to the Image. Licensee shall identify the Licensor as the artist on the Licensed Products and shall reproduce thereon the following copyright notice: © 20_________. [Note that in Canada, a copyright mark is not required to establish copyright] 3. Licensee agrees to pay the Licensor a nonrefundable royalty of ____(______%) percent of the net sales of the Licensed Products. “Net Sales” as used herein shall mean sales to customers less prepaid freight and credit for lawful and customary volume rebates, actual returns, and allowances. Royalties shall be deemed to accrue when the Licensed Products are sold, shipped, or invoiced, whichever first occurs. 4. Licensee shall pay Licensor a nonrefundable advance in the amount of $____ upon signing of this Agreement. Licensee further agrees to pay Licensor a guaranteed nonrefundable minimum royalty of $______ every month. 5. Royalty payments shall be paid on the first day of each month commencing _______ 20____, and Licensee shall furnish Licensor with monthly statements of account showing the kinds and quantities of all Licensed Products sold, the prices received therefor, and all deductions for freight, volume rebates, returns, and allowances. The first royalty statement shall be sent on ________________ 20______. 6. Licensor shall have the right to terminate this Agreement upon 30 days’ notice if Licensee fails to make any payment required of it and does not cure this default within said 30 days, whereupon all rights granted herein shall revert immediately to the Licensor. 7. Licensee agrees to keep complete and accurate books and records relating to the sale of the Licensed Products. Licensor shall have the right to inspect Licensee’s books and record concerning sales of the Licensed Products upon prior written notice. 8. Licensee shall give Licensor, free of charge, ________ (number) samples of each of the Licensed Products for Licensor’s personal use. Licensor shall have the right to purchase additional samples of the Licensed Products at the Licensee’s manufacturing cost. “Manufacturing cost” shall be $_____ per Licensed Product.

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9. Licensor shall have the right to approve the quality of the reproduction of the Image on the Licensed Products and on any approved advertising or promotional materials and Licensor shall not unreasonably withhold approval. 10. Licensee shall use its best efforts to promote, distribute, and sell the Licensed Products, and said Products shall be of the highest commercial quality. 11. All rights not specifically transferred by this Agreement are reserved to the Licensor. Any transfer of rights is conditional upon receipt of full payment. 12. The Licensee shall hold the Licensor harmless from and against any loss, expense, or damage occasioned by any claim, demand, suit, or recovery against the Licensor arising out of the use of the Image. 13. Nothing herein shall be construed to constitute the parties hereto joint ventures, nor shall any similar relationship be deemed to exist between them. This Agreement shall not be assigned in whole or in part without the prior written consent of the Licensor. 14. This Agreement shall be construed in accordance with the laws of (province/state), Licensee consents to jurisdiction of the courts of (province/state). 15. All notices, demands, payments, royalty payments and statements shall be sent to the Licensor at the following address: _______________ and to the Licensee at: ____________________ 16. Any disputes arising out of this Agreement shall be submitted to binding arbitration before a mutually agreed-upon arbitrator pursuant to the rules of Arbitration in the province of _____________. The Arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. The Licensee shall pay all arbitration and court costs, reasonable attorney’s fees, and legal interest on any award of judgment in favour of the Licensor. 17. This Agreement constitutes the entire agreement between the parties hereto and shall not be modified, amended, or changed in any way except by written agreement signed by both parties hereto. This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors, and assigns. In witness whereof, the parties have executed this Licensing Agreement on the day _______________, 20___. Licensee (company name) ____________________________ By (name, position) __________________________________ Licensor ____________________________________________ PAGE 2/2

Nondisclosure Agreement for Submitting Ideas FRONT [Illustrator’s or Designer’s Letterhead] Agreement, entered into as of this _____ day of _________________, 20___, between ____________________________ (hereinafter referred to as the “Illustrator” or “Designer”), located at _______________________ and _________________________ (hereinafter referred to as the “Recipient”) located at _____________________________. Whereas, the Illustrator (or Designer) has developed certain valuable information, concepts, ideas, or designs, which the Illustrator (or Designer) deems confidential (hereinafter referred to as the “Information”); and Whereas, the Recipient is in the business of using such information for its projects and wishes to review the information; and Whereas, the Illustrator (or Designer) wishes to disclose this Information to the Recipient; and Whereas, the Recipient is willing not to disclose this Information, as provided in this Agreement; Now, therefore, in consideration of the foregoing premises and the mutual covenants hereinafter set forth and other valuable considerations, the parties hereto agree as follows: 1. Disclosure Illustrator (or Designer) shall disclose to the Recipient the information, which concerns ________________________________________________________________________________________ ________________________________________________________________________________________ ______________________________________________________________________________. 2. Purpose Recipient agrees that this disclosure is only for the purpose of the Recipient’s evaluation to determine its interest in the commercial exploitation of the Information. 3. Limitation on Use Recipient agrees not to manufacture, sell, deal in, or otherwise use or appropriate the disclosed Information in any way whatsoever, including but not limited to adaptation, imitation, redesign, or modification. Nothing contained in this Agreement shall be deemed to give Recipient any rights whatsoever in and to the Information.

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4. Confidentiality Recipient understands and agrees that the unauthorized disclosure of the Information by the Recipient to others would irreparably damage the Illustrator (or Designer). As consideration and in return for the disclosure of this Information, the Recipient shall keep secret and hold in confidence all such Information and treat the Information as if it were the Recipient’s own property by not disclosing it to any person or entity. 5. Good-Faith Negotiations If, on the basis of the evaluation for the Information, Recipient wishes to pursue the exploitation thereof, Recipient agrees to enter into good-faith negotiations to arrive at a mutually satisfactory agreement for these purposes. Until and unless such an agreement is entered into, this nondisclosure Agreement shall remain in force. 6. Miscellany This Agreement shall be binding upon and shall ensure to the benefit of the parties and their respective legal representative, successors, and assigns. © Tad Crawford 1990 In witness whereof, the parties have signed this Agreement as of the date first set forth above. Illustrator (or Designer) ___________________________________________ Recipient _______________________________________________________ Company name _________________________________________________ By _____________________________________________________________ Authorized signatory, title _________________________________________

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Artist’s Letterhead [Date] [First & Last Name] [Address] RE: CEASE & DESIST OF [List project or issue]

Dear [name]: It has come to my attention that you have made an unauthorized use of my copyrighted work entitled [name of work] (the “Work) in the preparation of a work derived there from. I have reserved all rights in the Work, first published in [date], [and have registered copyright therein]. Your work entitled [name of infringing work] is essentially identical to the Work and clearly used the Work as its basis. [Give a few examples that illustrate direct copying.] As you neither asked for nor received permission to use the Work as the basis for [name of infringing work] nor to make or distribute copies, including electronic copies, of same, I believe you have willfully infringed my rights under [US Law: 17 U.S.C. Section 101 et seq; or Canadian Law: Copyright Act, R.S.C. 1985, c. C-42 ] and could be liable for statutory damages as high as [US Law: $150,000 as set forth in Section 504(c) (2); or Canadian Law: $20,000 as set forth in Section 38.1] therein. I demand that you immediately cease the use and distribution of all infringing works derived from the Work and all copies, including electronic copies, of same, that you deliver to me, if applicable, all unused, undistributed copies of same, or destroy such copies immediately and that you desist from this or any other infringement of my rights in the future. If I have not received an affirmative response from you by [date give them about 2 weeks] indicating that you have fully complied with these requirements, I shall take further action against you. Very truly yours,

NOTES & SCRIBBLES

nshharchive.ca Back Cover Artist: DTS Design by OVITACOLE special thanks to:

INTELLECTUAL PROPERTY FOR ARTISTS

AN I.P. TOOL KIT TO BACK YOU UP LEGALLY.

AN INITIATIVE OF