Overview Summaries For Law and Business For Artists and Designers

OVERVIEWS: LAW FOR ARTISTS AND DESIGNERS
LAW FOR ARTISTS AND DESIGNERS: OVERVIEW MATERIALS
1. Government Structures & Laws

2. Contracts
3. Licensing
4. Corporations
5. Copyright
6. Trademark
7. Trade Secrets
8. Patent
9. Publicity and Privacy Rights
10. Clearances And Releases
11. Sample Contracts
12. Take Home Final
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STRUCTURE OF LAWS
1. It all begins with fundamental rights (human rights, civil rights). Those are embodied in the Constitution and the Bill of
Rights amending it.
2. The Constitution also created our system of government: The Congress (House of Representatives and Senate); The
Executive Branch (President and the Cabinet which must be approved by Congress, Judicial Branch. It was and is intended
that these three branches of government combine to implement laws and protect constitutional rights.
3. The Constitution can only be altered by a super majority in Congress.
4. Laws and regulations are created by Congress.
5. The President must accept and sign Laws passed by Congress. If the President vetoes the law, Congress must review it
again and can only pass it with a super majority (2/3rds).
6. People impacted by adopted laws unfairly could challenge alleged violations of their Constitutional Rights by taking them
to Court.
7. State Constitutions and laws are subject to the United Stated/ Federal Constitution.
I. THE THREE BRANCHES FEDERAL LAW: See

https://www.youtube.com/watch?v=FFroMQlKiag and
https://www.youtube.com/watch?v=JUDSeb2zHQ0
II. JUDICIARY/ CASE LAW
A. Structure of Federal Courts
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 District Court for Criminal and Civil Cases: 1 Judge

 Circuit Court (Appeals Court): 3 Judges
o Cases must be accepted for Appeal
o Decisions by Circuit Court become that law of the Region covered by the Circuit until and unless rejected by the
Supreme Court
 Supreme Court: 9 Judges
o Cases must be accepted for review by the Supreme Court
o Result becomes the law of the entire Country
o Case can only be overturned or modified by the Supreme Court OR
o A super majority of Congress can change the Constitution, overturning a Supreme Court determination.
 An example might be Supreme Court finding that same sex marriage is a constitutional right. A supre
Majority of Congress could amend the Constitution to prohibit same sex marriage.
B. Structure of State Court –mirrors Federal, but the first Court may be a commission, small claims court, then
Municipal Court, Superior Court, Appeals Court and State Supreme Court. Same number of judges in each.
C. Communication of the decisions is made by publication of the decisions: referred to by Plaintiff (party bringing the case
versus Defendant (party being sued) and the year of those decisions. For example: Gore v. Bush (2000). You always want
to make sure that you are reading the latest decision.
D. Types of Cases that can be Brought to Federal Court: Constitutional Claims, Federal Law (like tax, mail, copyright, TM
and patent) and disputes between parties in different states, unless they agree by contract to go to State Court.
E. Types of Cases that can be brought to State Court: State constitutional claims, State Law, Disputes between parties in
the same state, unless they agree by contract to go to Federal Court. State judges are appointed but must be re-elected by
the public.
F. Cases are brought by Plaintiffs, which can be people, companies, states, groups of people. Cases are brought
against Defendant(s) which also can be any of the above.
G. Two Types of Court: Civil and Criminal

1. Civil Court:
a. Torts: Intentional Action that creates an economic or physical and/or psychic injury. Winning Plaintiff can
get compensation for their loss from the injury, pain and suffering and potentially punitive damages to
punish the defendant.
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b. Negligence: Violation of a duty that leads to an economic or physical or psychic injury. That duty is one
that a reasonable person would know s/he had to prevent reasonably foreseeable harm; for example a
fence around a pool, or fixing a broken stair to your front door. Same remedies, although usually no
punitive damages unless there is gross negligence. (Leave a loaded gun on the bookshelf in a school).
c. Contract: Violation (breach) of a valid agreement between parties. The only remedy is money to put the
Plaintiff in the same financial position s/he would be in had the contract not been breached. Or Specific
Performance, where the Court requires the Defendant to turn over specific goods or services (provided the
services are not specific work, because Courts won’t require slavery). You can only get Specific
Performance if money would not do the trick. For example, if you purchase a one of a kind artwork and the
other party refuses to tender the work, you could argue for getting THAT artwork, and not money. Money
would not be sufficient to cover the value of the work.
2. Criminal Court: only the government may bring a Criminal Case to Court.
a. Citations (tickets and such) –rarely go to Court
b. Misdemeanor (lessor crimes, like petty theft)
c. Felony (major crimes, like robbery and assault)
d. Capital Crime (death penalty cases)
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CONTRACTS
Contracts Overview Text:

1 Making a Valid Offer
So when is the last time you negotiated a contract, last semester, this morning at work? Was it after calling someone from “Craigslist”?
What about in the aisle at the market when the two carts didn’t exactly fit in the narrower section where the bags of oranges got their own
display? Didn’t you negotiate who would move forward first and who would back up a bit and let the other through? Certainly there was
a negotiation. But was it a contract?
Okay, let’s say party in the first place (that’s you) wanted to move to the blueberries. Party in the second place (that’s Meryl) wanted to
move in the other direction toward the organic strawberries (on sale today only). Each of you would benefit. So you offer to back up a bit
toward the part of the aisle that has more space, and she moves forward and around you toward the strawberries, flashing you a warm
smile a thank you, and the extra info that the organic strawberries are indeed on markdown today.
Was that an offer, an acceptance, an exchange of value and performance of a contract? In order for there to be a valid contract between
two parties there has to be a valid offer. A valid offer requires certainty: the who, what, where, when and how to say yes or no to any
deal, and there must be an exchange of value. There are some other factors in the “but wait, there’s more section”, but wait, that’s later.
Here is the true bottom line: Most contracts only need to contain three elements to be legally valid:
• All parties must be in agreement (after an offer has been made by one party and accepted by the other).
• Something of value must be exchanged -- such as cash, services, or goods (or a promise to exchange such an item) -- for something
else of value. That value is called, “Consideration.”
There has to be clarity too!
The who was clear: you and Meryl.

The what: by gesture and context it was clear that the two of you were talking about who would move what cart where so that each of
you could pass on your way in opposite directions of the produce aisle that you both inhabited at the time of the negotiation. Thus, you
were indicating the when. Contextually, it was clear to both of you that the negotiation referred to a single set of actions in that place at
that time. Without additional discussion no additional requirements would be assumed by the parties or any third party asked to
interpret the deal. I know that some of you will try to ask some “but what if” questions right about now. Don’t. The law is really pretty
simple, and Courts don’t get into such questions as, “but what if Meryl thought you were going to come back every day at that time and
move your cart back down the aisle.” Neither the Court nor Meryl are oddballs. The law assumes a reasonable person standard. If Meryl
made this assumption, it would be at her own peril and she could not hold you to it.
The where: the circumstance made it clear where the transaction would take place. It was clear from your actions, your conduct, where
you were going to move your cart.
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Value/ Consideration: Now the tricky part is whether there was in fact an exchange of value being offered. The legal term for the value
that must be exchanged is, “Consideration.” Without valid consideration, a contract offer and/or a contract will not be valid. Did Meryl
have to do anything? Did Meryl have to give you anything of value? Certainly the smile, thank you and information about the organic
strawberries were not part of the contract. Did she forego ramming you with the cart? If so, was that the value you received? All these
are good, but the real consideration in the offer and ultimate the contract that was performed is that she moved her cart out of the way
when you created the space for her to do so, thereby allowing you to move up the aisle toward the destination of value to you. Whether or
not it was a benefit to her as well does not lessen the value to you. In this particular deal, perhaps Meryl “got more” or the better deal in
some kind of objective valuation of original offer you made, but she sweetened and evened the deal with her smile, thanks and info about
organic strawberries.
How to Respond to the Offer. In order to be valid, an offer does have to indicate how it can be accepted and should indicate for how long
the offer will be open. Unless an offer includes a specific expiration date or time, it remains open for a "reasonable" time. What's
reasonable, of course, is open to interpretation and can vary by industry and fact situation or context. However some offers are made by
conduct. You made your offer by moving your cart backwards into the produce area that had more space. You then gestures in a friendly
way with your arm that she was welcome to and invited to pass her cart by yours. That way you indicated by conduct that she could
accept your offer right then, by her own conduct of moving her cart by yours and down that aisle in the other direction.
When an offer does not specify how it should be accepted in exact, it can be assumed that the same method in which the offer is made is
the preferred way of accepting it. However, that reasonable person standard comes right back into play. When Best Buy makes an offer
saying that the first 50 people in line the day after Thanksgiving can get $500 televisions for $25, the way to accept their offer is by
showing up and being one of the first 50 people in line. Note that they actually did specify how to accept their offer, and that is by
conduct. The Offers in sweepstakes and contests are contained in the Official Rules, and the acceptance is made by entering the
sweepstakes or contest.
You can revoke an offer any time before the other party accepts your offer. So in fact, you might have suddenly gotten a call you were
waiting for. Just as you were about to truly get out of the way, you reach into your backpack and pull out your phone and lean on your
cart and boom, block the way again! Meryl has not yet gone by you. You raise your hands and eyebrows and mouth, “Sorry!” and she
backs up the other way and goes down another aisle. You revoked your offer and the deal not made.
If and when someone makes a counteroffer to your offer it is the legal equivalent of a rejection of your offer. So if Meryl saw your gesture
of moving the cart and signaling her to go past you and instead started to back up all the way out of the aisle anyway, signaling you to go
past her, it is both a rejection of your offer and a counter offer. Here’s another example: I make a job offer to you at $110,000 a year and
two weeks of vacation per year to be my Director of User Experience Design. You know perfectly well humans cannot survive on only two
weeks of vacation per year. So you counter offer, “I would love to work with you, but can we go with $125,000 and three weeks per year,
knowing I will be sensitive to the schedule and needs of my team and the company?” If I say no, and then you say, “Well then, I will take
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your original offer.” Legally it is not still on the table and I am not obligated to honor that offer. But it is a very rare company that does
not expect some negotiation on its job offers!
If I accept your counteroffer, we have a binding agreement provided all the necessary terms have been discussed do have enough
certainty that we both know:
Who: The parties
What: The job requirements
Where: The work will take place
When: You will start and when you will work
-Term/ for how long
Value: Your salary and benefits
How to accept the offer: By email before Thursday at 8 p.m. However, if you phone me and we actually speak, I will count this as a valid
form of communication regarding your intentions of accepting, rejecting or countering my offer.
How long will the offer stay open: Only until Thursday at 8 p.m. If I don’t hear from you by then, the offer expires. In order to know the
extent of the details required, the contexts of the industry and the situation have to be considered.
Here’s another example:

Let's say, for instance, you're shopping around for a designer to produce a website for your business. One designer says she will design it
for $5000 with a first installment of $1000 and subsequent fees until full approval and launch and then an ongoing monthly service fee of
$50 per month etc. This constitutes her offer. If you tell her to go ahead with the job, you've accepted her offer. In the eyes of the law,
when you tell the designer to go ahead you create a contract, which means you're liable for your side of the bargain (in this case, the
payment of $1000). But if you tell the designer you're not sure and want to continue shopping around (or don't even respond, for that
matter), you haven't accepted the offer, and no agreement has been reached. But if you tell the designer the offer sounds great except that
you want the her to design the site, but not to host it and not to stay on with a monthly service obligation no contract has been made. This
is because you have not accepted all of the important terms of the offer. You have actually changed one term of the offer. (Depending on
your wording, you have probably made a counteroffer, which is discussed below.)
Writing or Oral. Contracts can be oral or in writing. Certain contracts are required by law to be in writing.
Offer and Acceptance in Legalese. Learning the New Language. This is the same information as 2.1 but it is written in legalese.
The requisites for formation of a legal contract are an offer, an acceptance, competent parties who have the legal capacity to contract,
lawful subject matter, mutuality of agreement, consideration, mutuality of obligation, and, if required under the Statute of Frauds, a
writing.
Offer. an offer is a promise that is, by its terms, conditional upon an act, forbearance, or return promise being given in exchange for the
promise or its performance. It is a demonstration of willingness to enter into a bargain, made so that another party is justified in
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understanding that his or her assent to the bargain is invited and will conclude it. any offer must consist of a statement of present intent to
enter a contract; a definite proposal that is certain in its terms; and communication of the offer to the identified, prospective Offeree. If
any of these elements are missing, there is no offer to form the basis of a contract.
Preliminary negotiations, advertisements, invitations to bid. Preliminary negotiations are clearly distinguished from offers because
they contain no demonstration of present intent to form contractual relations. No contract is formed when prospective purchasers
respond to such terms, as they are merely invitations or requests for an offer. Unless this interpretation is employed, any person in a
position similar to a seller who advertises goods in any medium would be liable for numerous contracts when there is usually a limited
quantity of merchandise for sale. an advertisement, price quotation, or catalogue is customarily viewed as only an invitation to a
customer to make an offer and not as an offer itself. The courts reason that an establishment might not have sufficient stock to satisfy
potential demand and that it would not be reasonable for a customer to expect to form a binding contract by responding to
advertisements that are intended to make consumers aware of a product for sale. In addition, the courts have held that an advertisement
is an offer for a unilateral contract that can be revoked at the will of the Offeror, the business enterprise, prior to performance of its terms.
an exception exists, however, to the general rule on advertisements. When the quantity offered for sale is specified and contains words of
promise, such as "first come, first served," courts enforce the contract where the store refuses to sell the product when the price is
tendered. Where the offer is clear, definite, and explicit, and no matters remain open for negotiation, acceptance of it completes the
contract. New conditions may not be imposed on the offer after it has been accepted by the performance of its terms.
an advertisement or request for bids for the sale of particular property or the erection or construction of a particular structure is merely
an invitation for offers that cannot be accepted by any particular bid. A submitted bid is, however, an offer, which upon acceptance by the
Offeree becomes a valid contract.
Mistake in sending offer if an intermediary, such as a telegraph company, makes a mistake in the transmission of an offer, most courts
hold that the party who selected that method of communication is bound by the terms of the erroneous message. The same rule applies to
acceptances. In reaching this result, courts regard the telegraph company as the agent of the party who selected it. Other courts justify the
rule on business convenience. A few courts rule that if there is an error in transmission, there is no contract, on the grounds that either the
telegraph company is an Independent Contractor and not the sender's agent, or there has been no meeting of the minds of the parties.
However, an Offeree who knows, or should know, of the mistake in the transmission of an offer may not take advantage of the known
mistake by accepting the offer; he or she will be bound by the original terms of the offer.
Termination of an offer an offer remains open until the expiration of its specified time period or, if there is no time limit, until a reasonable
time has elapsed. A reasonable time is determined according to what a reasonable person would consider sufficient time to accept the
offer.
The death or insanity of either party, before an acceptance is communicated, causes an offer to expire. If the offer has been accepted, the
contract is binding, even if one of the parties dies thereafter. The destruction of the subject matter of the contract; conditions that render
the contract impossible to perform; or the supervening illegality of the proposed contract results in the termination of the offer.
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When the Offeror, either verbally or by conduct, clearly demonstrates that the offer is no longer open, the offer is considered revoked
when learned by the Offeree. Where an offer is made to the general public, it can be revoked by furnishing public notice of its termination
in the same way in which the offer was publicized.
Irrevocable offers an option is a right that is purchased by a person in order to have an offer remain open at agreed-upon price and terms,
for a specified time, during which it is irrevocable. It constitutes an exception to the general rule that an offer may be withdrawn prior to
acceptance. The Offeror may not withdraw this offer because that party is bound by the consideration given by the Offeree. The Offeree is
free, however, to decide whether or not to accept the offer.
Most courts hold that an offer for a unilateral (okay in English—one way obligation) contract becomes irrevocable (can’t take it back) as
soon as the Offeree starts to perform the requested act, because that action serves as consideration (the exchange of value) to prevent
revocation (take back) of the offer. When it is unclear if the offer is an invitation to start performing a service or action (as in the case of a
unilateral contract) or a promise (as in the case of a bilateral (two way contract) most Courts will assume there is a binding agreement. If
the offer entails lots of actions, such as many services or multiple steps to perform, then the Offeree can accept just by completing the first
material (significant, as in not just nominal) act.
Rejection of an offer can come in the form of a counteroffer. Even a conditional acceptance is considered a counteroffer and that operates
as a rejection of the initial offer. Hey Bette, let’s go surfing at Zuma Beach tomorrow morning at 8; you drive, I pay for parking. But then
Bette says, “Oh Sandy, I would love too, but I want to you drive and show off your new T-bird, and I will pay for parking.”
The offer may continue, however, if the Offeree expressly states that the counteroffer shall not constitute a rejection of the offer. “But
Sandy, if that’s not okay, I would NEVER disappoint you, and for sure we can go go go!”
Acceptance Acceptance of an offer is an expression of assent to its terms. It must be made by the Offeree in a manner requested or
authorized by the Offeror. an acceptance is valid only if the Offeree knows of the offer; the Offeree manifests an intention to accept; the
acceptance is unequivocal and unconditional; and the acceptance is manifested according to the terms of the offer.
The determination of a valid acceptance is governed by whether a promise or an act by the Offeree was the bargained-for response. Since
the acceptance of a unilateral contract requires an act rather than a promise, it is unnecessary to furnish notice of intended performance
unless the Offeror requested it. If, however, the Offeree has reason to believe that the Offeror will not learn of the acceptance with
reasonable promptness, the duty of the Offeror is discharged unless the Offeree makes a reasonable attempt to give notice; the Offeror
learns of the performance; or the offer indicates that no notice is required.
In bilateral contracts, the offer is effective when the Offeree receives it. The Offeree may accept it until the Offeree receives notice of
revocation from the Offeror. Thereafter, an offer is revoked. Under the majority rule, which is known as the "mailbox rule," an acceptance
is effective upon dispatch if the Offeror explicitly authorizes that method of acceptance to be employed by the Offeree, even if the
acceptance is lost or destroyed in transit.
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But, mind y’all, if you were to say that there is no contract until the acceptance is received (in the right time, and in the right form, and to
the right place, or some or all of these) –then you can still revoke before the right acceptance.
If offers cross in the mail, there will be no binding contract, as an offer may not be accepted if there is no knowledge of it.
In contracts that do not involve the sale of goods, acceptance must comply exactly with the requirements of the offer (this is known as the
"mirror-image rule"), and must omit nothing from the promise or performance requested. An offer of a prize in a contest, for example,
becomes a binding contract when a contestant successfully complies with the terms of the offer. If a response to an offer purports to
accept it, but adds qualifications or conditions, then it is a counteroffer and not an acceptance.
Acceptance may be inferred from the Offeree's acts, conduct, or silence; but as a general rule, silence, without more, can never constitute
acceptance.
Prior dealings between the parties may create a duty to act. Silence or the failure to take some action under such circumstances might
constitute acceptance. For example, if I have mailed you books and tapes over time, and always accepted payment from you after receipt,
you can’t suddenly decide the to keep the package I send you without paying for it within a reasonable time, due to our prior dealings. A
recipient who does not intend to accept the goods is under a duty to inform the sender. Silence, where there is a duty to speak, prevents
the Offeree from rejecting an offer and the Offeror from claiming that there is no acceptance. If ownership rights are exercised over an
item, this might be deemed an acceptance.
http://legal-dictionary.thefreedictionary.com/Contracts+for+the+Sale+of+Goods
CONTRACT COMMENTARY: SECTION 2

CHARACTERISTICS OR ACTIONS THAT MAKE AN OFFER OR A CONTRACT INVALID
Round One:
Invalid Offers –Round one

1. Gifts vs. ContractsThe main importance of requiring things of value to be exchanged is to differentiate a contract from a generous
statement or a one-sided promise, neither of which are enforceable by law. If a friend offers you a gift without asking anything in
return -- for instance, offering to stop by to help you move a pile of rocks -- the arrangement wouldn't count as a contract because
you didn't give or promise your friend anything of value. If your friend never followed through with her gift, you would not be able
to enforce her promise. However, if you promise your friend you'll help her weed her vegetable garden on Sunday in exchange for
her helping you move rocks on Saturday, a contract exists. (Beth Laurence, J.D. / Nolo.com)
2. Promises vs. Action. Although the exchange-of-value requirement is met in most business transactions by an exchange of
promises ("I'll promise to pay money if you promise to paint my building next month"), actually doing the work can also satisfy the
rule. If, for instance, you leave your printer a voicemail message that you'll pay an extra $100 if your brochures are cut and
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stapled when you pick them up, the printer can create a binding contract by actually doing the cutting and stapling. and once he
does so, you can't weasel out of the deal by claiming you changed your mind. (Beth Laurence, J.D. / Nolo.com)
3. Indefinite. The contract is indefinite because the offer was indefinite and never confirmed in contract. If the essential terms were
never agreed upon, the contract might be indefinite. This means either the parties did not consider the deal to be final or that a
court could not discern the essentials, even by implication (for example, if it's not clear how long an agreement should last or what
the specifications are for a construction project). Agreements to agree (such as letters of intent or agreements in principle) are
usually considered indefinite and therefore unenforceable, although courts will require the parties to act in good faith to reach an
agreement.
4. Mutual Mistake. A mutual mistake was made as to an essential fact in the contract -- for example, both parties were mistaken as to
the authenticity of a painting. You cannot use this defense when referring to a mistake in judgment by one party ("Oops, I could
have gotten so much more for my painting!")
5. Incapacity. One of the parties lacked capacity to enter into a contract because of age, mental illness or mental or physical state
and couldn't understand what he or she was doing when entering into the contract. This is not a foolproof defense as parties
cannot randomly claim a lack of capacity for mere convenience.
6. Fraud. One of the parties was fraudulently induced to enter into a contract. A contract will be invalid if it was induced by lies,
under duress ("Sign this or we'll kill your hedgehog"), or by a trusted person's undue influence (your college counselor advises
you to go to a special college test prep class because he secretly gets a kickback from the school).
7. Unconscionable, Outrageously Unfair. The contract is unconscionable. A contract won't be enforced if it is grossly unfair. This
almost always occurs in situations where the bargaining power is severely imbalanced (as in a contract of adhesion) and the party
with more power takes advantage by forcing unfair conditions, clauses, or waivers on the other party.
8. Estoppel. When one party makes a statement excusing performance of the agreement and the other party relies on that statement,
the first party may be prevented from later denying that statement and claiming a breach. For example, if a bank president calls a
homeowner and tells her that the bank won't foreclose for six months in order to give the homeowner a chance to sell the home,
the bank will be held to its six-month promise.
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9. Illegal. A contract is unenforceable if its object or the thing bargained for is illegal -- for example, a contract that enables
prostitution, violates tax laws, or requires the destruction of records. Contracts that may indirectly aid illegal purposes will
sometimes be enforced -- for example, an agreement to supply gambling machines, even though they may be illegal in some states,
may be enforced. Sometimes, a court will sever the illegal aspect from the agreement, leaving the rest of the contract enforceable.
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CONTRACT COMMENTARY PART 3

Invalid Contract Offers and Contracts –More Detail (aka Round Two)
1. Fraud. An offer and/or a contract can be invalidated on the basis of fraud. There are five requirements for the finding of fraud.
 There must a misrepresentation of an important fact, called a “material fact.” Material means something that is significant and
meaningful in the context of the deal. It does not mean simply meaningful to you, like the fact that they are a fellow cat lover.
 The misrepresentation must be made “knowingly.” That means that the person making the fraudulent statement knows it is a not
true. So when someone tells you that penicillin works for curing your bacterial infection, and it does not, that is not a knowing
misrepresentation. You may think, or you may think you know that antibiotics do not work or corrupt the soul, but that would not
meet the standard for a knowing misrepresentation. If someone were to say even that there will be a significant health benefit to
ingesting the aggregated sweat of many hedgehogs; if they have a reasonable basis for the claim based upon a reasonable standard
of research, and the making of such a claim and/or sale of such a concoction does not violate Federal Food and Drug
Administration or Advertising law, then it would not be a fraudulent misrepresentation.
 The person, including legal persons in the form of companies, corporations or government entities, must make the representation
with intent to defraud the other party.
 The other party must have relied on that misrepresentation
 That misrepresentation caused an injury (economic or otherwise) to the party that relied on it.
2. Invalid Consideration.
 Doing what you are required to do already is not a valid form of currency or exchange of value. So, if I promise to abide by the law
if you give me $20,000 a year, there is no consideration and the deal is not valid.
 Doing what you should do already is also not valid consideration. I promise to be an honorable person and be kind to my parents
and loving to my siblings and their children. This will not stand up as legal consideration or value.
 Offering up what you have already done is not valid consideration. I mowed your lawn, and now you will pay me. The past deed is
not the consideration. BUT, the consideration IS that I will not claim any debt from you, and will not bring any claim for payment if
you pay me now. That is consideration. The consideration is not the work, but rather that settlement of the debt for the past work.
3. Statute of Frauds. A contract may be invalid if it violates that Statute of Frauds. This is a name created to kind of trick you! It is not
really about fraud in the sense of misrepresentation. It is about the requirement for written contracts in specific situations so that you will
not get tricked or deceived. The law sets aside certain types of contracts as so important that they must be in writing to be enforceable.
That said, there are exceptions even to the Statute of Frauds.
 Contracts for the sale of land or interests in land. (Interests like rights of way, right to build, etc.)
 Contracts that will take more than one year to be performed.
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 Contracts for the sale of goods with sales price over $500, but once goods have been delivered; an oral contract can be enforced.
 A promise by one person to pay the debt of another.
 Marriage contract (this is actually about dowry, but prenuptial agreements must be in writing.
 A last will or testament (with certain exceptions).
 A promise by an executor or administrator of an Estate to pay a debt of the estate out of his or her own funds.
 The transfer of copyright. This is not part of the Statute of Frauds but it is so important, I am adding it here to contracts that must
be in writing!
4. Promissory Estoppel. Yes, it’s Latin. BUT, even if a contract violates the Statute of Frauds, you may be able to get around that if there
is Promissory Estoppel! It means that one party totally relies on the promise of the other and acts on it, giving up something material by
acting on it. In this situation the party that makes the promise does not have to receive any consideration or value to make the promise.
Once the other party relies on that promise, the party that may the promise is bound by it. There is an exception. If it is unreasonable for
someone to rely on a crazy promise or one that is clearly rhetorical or obviously made in jest, then the party making the promise won’t be
held to it. For example, if I say I will give my first born son to anyone that can bring Putin to my house for coffee. Whatever anyone does
in reliance on that proclamation, it would not be enforceable. Why? First, it is illegal to trade in children. Second, it’s clearly rhetorically
intended.
5. Bad Faith in Requirements and Output Contracts. Contracts require certainty. We know that the parties have to have a mutual
understanding about the deal points. Yet, it is considered valid to have a contract between parties to purchase all of one party’s required
supplies of a certain material from the other party, or for a party to purchase the other party’s entire manufactured product of a certain
sku. In other words, it is legal to have exclusive deals even if you do not specific the actual amount to be purchased or sold. However, if
there is a dispute the Court will look at whether either party acted in bad faith. That means they check to see who was cheating, faking it,
padding the books, lying, etc.
6. Statute of Limitations. Remember that a statute simply means a written form or a concrete law rather than one set by precedent or
case law. Each state has a number of set periods of time that an injured party has to bring a case for breach of contract or even to
invalidate a contract. Federal Law also imposes certain limitations on the time someone has to bring contract cases to Federal Court.
Those set times are each referred to as a statute of limitations. In plain wording, when it applies to contracts it means: the time limit on
enforcing a contractual right. So, although the offer and the contract may be valid, there is no way to enforce it if the time to file a claim
with the Court has passed.
7. Illegality. Just for fun, lets add some elements to the obvious, shall we? Contracts that are contrary to public policy and therefore
illegal in the broader sense are any contracts which would
 Corrupt public officials, police, agencies
 Discriminate on the basis of race, religion, gender, sexual preference
 Obstruct justice
 Cause injury to others
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 Clearly violate the law
8. Exculpatory Clauses. This is another legal term that needs translation. It means that certain contract terms are invalid if they are
simply clauses that get you off the hook for something you are not allowed to abdicate or excuse yourself from. However, you may obtain
the excuse from the other party if that other party has enough bargaining power or other choices that the other party isn’t in an unfairly
unequal bargaining position for an essential product or service. So, transportation service providers like airlines, trains, busses cannot
entirely excuse themselves. There are six set of criteria for exculpatory clauses to be upheld, but you should be very cautious about the
wording and scope of any such clauses you put into your contracts for services or products that are not readily available in the market and
might be deemed a necessity. In looking at these criteria consider phone companies, airport parking, subways and the like.
The six criteria are:
-1- Business is one that is generally regulated
-2- Product or services is a practical necessity for members of the public
-3- The business makes itself available to the public (i.e. is not limited to private customers)
-4- Because of the necessity of the product/service, the business has a negotiation advantage over the consumers
-5- The business has a standard contract that contains the exculpatory clause
-6- The consumer has no actual opportunity to bargain, and is in fact under the control of the business and subject to the business’
standard of care.
DESIGN SERVICES AGREEMENT

1. Introduction. This Design Services Agreement (“Agreement”) is entered into by and between [INSERT NAME] (“Designer”) and
[INSERT NAME] (“Client”) and is dated as of ________ (“Effective Date”). We agree to work together according to the following
details (“Terms”).
2. General Agreement and Work Orders. This is the General Agreement. All the work we do together will be covered by this
Agreement. The specific details of each Project we do together will be stated in a separate Work Order for each Project, also
signed by each of us before the start of the Project. If there is any contradiction between the Terms of this General Agreement and
the Work Order, then the Terms of the Work Order will apply to that Project.
3. Deliverables/ Implementation of Deliverables. We will agree on the specifications for deliverables, the timing for delivery,
fees and any special Terms for each Project in the Project Work Order. However, in all Projects, payment is due upon delivery of
each phase in the Schedule of Delivery, and full ownership of any rights in the deliverables will not transfer until the Designer is
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fully paid. We have to mutually agree on significant changes to the specifications in a signed Work Order, and we both understand
that additional costs and delays may result. Designer’s services under this Agreement do not include fabrication, implementation,
consumer safety testing, patent and trademark searches, etc.
4. Fees/Expenses. The fees for each Project will be stated in the applicable Work Order, and are due on invoice, and late after
fifteen days. If fees are late, Designer can suspend work or terminate the Work Order. Late payments may be charged with
interest at up to 1.5% per month.
5. Ownership. After Client has fully paid Designer all the fees and expenses due under a Work Order, then the rights agreed upon in
that Work Order are transferred to Client. Unless we agree otherwise in a Work Order, Designer keeps ownership of any rights
not granted to Client in the Work Order (s), such as preliminary concepts, drawings, artwork, and other visual presentation
materials that do not contain Client’s confidential information, brands or copyright material. If any of Designer’s intellectual
property is included in the final Work/ deliverable to Client, Designer grants Client a fully paid license in perpetuity to use such
Designer IP as embodied in the deliverable only. Client will keep ownership of any pre-existing Client data, methods, techniques or
processes identified as or incorporated into a deliverable under any Work Order. Designer may use photographs or samples of any
Work for the purpose of demonstrating and advertising the nature and quality of the Designer services internally and to third
parties.
6. Standard Terms.
a. Term/Duration. This Agreement starts on the Effective Date and continues until the last Work Order is completed or we
both agree in writing to extend or end this Agreement, or either of us terminates the Agreement for cause.
b. Termination by Client. Client may terminate this Agreement and any open (i.e. not completed) Work Order without cause
effective immediately upon written notice to Designer, and the entire fee in any and all open Work Orders plus any
outstanding permissible expenses and fixed costs will be due and payable to Designer within 15 work days after receipt of
invoice from Designer. Client may terminate this Agreement and any open Work Orders for cause if Designer (a) does not
answer communications from Client for more than ten work days; (b) I s late on any Deliverable for more than 21 business
days; (c) stops doing business other than for force majeure; (d) commits a fraud, or other crime against Client; or (e)
violates an important part of this Agreement or work order and does not resolve it within 30 days.
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c. Termination by Designer. Designer may terminate this Agreement and any open (i.e. not completed) Work Order
without cause effective immediately upon written notice to Client and if Client hasn’t used and doesn’t want to use the
Deliverable it has in its possession, then Designer must refund Client the payments already gotten from Client. Client will
not have any rights to use the Deliverables/Work unless we otherwise agree in writing. If Client wants to use the
Deliverables in its possession, then Designer does not have to refund Client the amounts already paid. Client will then
have all of the rights described in the Work Order for those Deliverables. Designer may decide to terminate this
Agreement and any open Work Orders for cause if Client: (a) does not answer communications from Designer for more
than ten work days; (b) is late on payment for any Deliverable for more than 15 business days; (c) stops doing business
other than for force majeure for more than 30 days; (d) commits a fraud, or other crime against Designer; or (e) violates an
important part of this Agreement or work order and does not resolve it within 30 days.
d. Waiver. If either of us decide not to enforce our rights in this Agreement or a Work Order on a particular occasion it does
not mean that we have given up our right to enforce our rights in the Agreement or Work Order(s) on a different occasion.
e. Representations and Warranties. Each of us has the legal authority and the capacity to enter into this Agreement and
each Work Order and to perform all of our obligations. Client will use the Deliverables lawfully. The parties agree that
Client is responsible for all safety testing, intellectual property clearances for copyright, trademark and patent. To
Designer’s knowledge and belief the Deliverables are original and high quality, but the obligation to comply with any legal
requirements belongs to the Client.
f. Indemnification. Client shall indemnify and hold Designer harmless from and against any and all damages, claims, and
expenses (including reasonable attorney fees and expenses) asserted against or incurred by Designer, arising from a
breach of Client’s representations and warranties above.
g. Limitation on Liability. Neither of us will be liable for any damages other than direct contract damages even if we have
has been notified of the possibility of such damages, unless we can prove that the other party committed an intentional
fraud or was recklessly negligent.
h. Confidentiality. We each agree that information we provide to each other in connection with this Agreement may contain
confidential and proprietary business information (“Confidential Info”). All Confidential Info should be protected from
disclosure to anyone other than people working for or with the Designer or Client who have need to access to it to
complete this Agreement. Each of us agrees to keep copies of any Confidential Info separate from other files and
documents, out of public view and access, and not to disclose it to any unauthorized people. At the end of the Term, we
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agree to return to each other any copies of the other party’s Confidential Info. We will notify the other party if we receive
any Court Order to disclose Confidential Info, or if any Confidential Info is accidentally disclosed, stolen or misplaced.
i. Relationship of Parties/Assignment. Each of us is independent of the other, and we are not agents for each other, in a
joint venturer or legal partnership. We have no legal right to bind one another to any agreement or representation.
Neither of us may assign this Agreement without the prior written consent of the other. This Agreement will be binding
upon and will inure to the benefit of the parties, their respective successors, and legal representatives and permitted
assigns.
j. Notice. Whenever notice is required under this Agreement it must be made in writing, and sent by prepaid express
courier or personal delivery. The address for each of us is written below the signature lines on this Agreement, and can be
updated by us.
k. Governing Law and Jurisdiction and Dispute Resolution. This Agreement is governed by laws of the United States of
America and the State of California without respect for its conflicts of laws provisions. The parties agree to submit any
dispute that cannot be resolved informally to resolution as follows: (a) under $7500 to Small Claims Court in the City of
Los Angeles, State of California, and (b) over $7500 to arbitration, pursuant to the rules of the American Arbitration
Association for arbitration of commercial disputes. Arbitration shall take place in the in Los Angeles. The prevailing party
will be reimbursed for its actual costs of arbitration and reasonable attorneys’ fees.
l. Entire Agreement/ Changes/ Counterparts. This Agreement, and any executed Work Orders contain the sole and entire
agreement between us. Any changes we make to this Agreement or Work Orders must be made in writing and signed by
authorized signatories for each of us. This Agreement may be signed on separate copies. It will only be binding when we
both have signed the Agreement and we each have received a signed copy of it. The same will be true of each Work Order.
AGREED TO AND ACCEPTED BY:

DESIGNER: CLIENT:
NAME: NAME:
SIGNATURE___________________________ SIGNATURE ________________________
ADDRESS: ADDRESS:
PHONE: PHONE:
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EMAIL:
EMAIL:
WORK ORDER
DATE:
TERM OF PROJECT:
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PROJECT DESCRIPTION
OVERVIEW OF DELIVERABLE
LOCATION OF WORK (IF APPLICABLE)
SPECIFICATIONS FOR DELIVERABLE
DELIVERY SCHEDULE AND DESCRIPTION OF PHASES
PAYMENT SCHEDULE:
TOTAL
PAYABLE AS FOLLOWS:
USE RIGHTS TO CLIENT:

TERRITORY:
DISTRIBUTION CHANNELS:
CREDITS/ IF ANY TO DESIGNER
SAMPLES FOR DESIGNER
WILL DESIGNER CONSULT ON FABRICATION, INSTALLATION, PRODUCTION:
OTHER PROVISIONS:

DESIGNER: CLIENT:
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NAME: NAME:
SIGNATURE________________ SIGNATURE ___________________
ADDRESS: ADDRESS:
PHONE: PHONE:
EMAIL:
EMAIL:
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LICENSE AGREEMENTS OVERVIEW
1. Parties: List licensor, licensee and any sub-licensees
2. Property: List the specific elements of the property
3. Grant: Specify what the licensee can do with the licensed portion of rights in the work.
4. Sublicensing Issues: Specify whether or not licensee can sub-license.

a. Specify who can make copies of the work and/or marketing materials.
b. Specify how is sublicensing revenue reported.
c. Specify that the sub-licensee is governed by the contract, possible sub-licensee agreement.
5. Reservation of Rights: Any rights not specifically granted stay with licensor.
6. Term and Renewals of Terms: Specify when the contract starts, expires and/or may be renewed
7. Territory: Limit to the area in which Licensee actually markets and distributes.
8. Exclusivity: Specify in what territory, for what period of time, for what product(s).
9. Licensee Obligations:
a. Development, manufacturing, marketing, sales, distribution. Maximize sales.
b. Prevent infringements.
c. Payment of Fees and Reporting: Advance, guarantee, and royalty. Payment schedule, back up evidence.
10. Approval Rights: Specify what role Licensor will play in development, prototype, pre-production samples, postproduction
samples, sub-distributors, etc. Specify the right to approve these phases.
11. Termination: Articulate the right to terminate for breach, insolvency, and failure to meet development, marketing, manufacturing
and/or distribution/sales minimums.
12. Effect of Termination:

a. Cease and desist use of licensed goods. Unless sell off period granted.
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b. Destroy plates/molds, etc.

c. Return any confidential info.
d. Full payment due immediately.
13. Turnaround: If Licensee fails to meet minimums rights come back to licensor in those territories, markets, sku’s that Licensee has
failed to perform.
14. Representations and Warranties: Specify:

a. Parties have the right and capacity to make and perform the deal;
b. Will comply with the law and
c. Will not harm any third party or breach any contract in entering into the deal and performing its obligations.
15. Disclaimers: Licensee not promising any profit; not suitable for a particular purpose.
16. Limitation on Liability:

a. No special, consequential or punitive damages
b. Limit even direct damages.
17. Indemnification: Specify that each party must defend the other party and hold harmless from costs and damages arising from a
breach of the Representations and Warranties and/or the contract.
18. Insurance: Licensee should have so that the indemnity is meaningful.
19. Jurisdiction and Venue, Arbitration:

a. Specify what state law will govern disputes
b. Specify where disputes will be resolved.
c. Try to use Arbitration rather than Court. Arbitration is less expensive and faster.
20. Assignment: Specify whether or not the parties can transfer the rights and obligations to another party.
21. Integration and Modification: Confirm that the contract is the whole deal, past promises and explanations don’t apply. The parties
must mutually agree in writing on any changes.
22. Other Boiler Plate
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CORPORATIONS
Types of Business Organization
It is important that the business owner seriously considers the different forms of business organization—types such as sole
proprietorship, partnership, and corporation. Which organizational form is most appropriate can be influenced by tax issues, legal issues,
financial concerns, and personal concerns. For the purpose of this overview, basic information is presented to establish a general
impression of business organization.
Sole Proprietorship
A Sole Proprietorship consists of one individual doing business. Sole Proprietorships are the most numerous form of business
organization in the United States, however they account for little in the way of aggregate business receipts.
Advantages
 Ease of formation and dissolution. Establishing a sole proprietorship can be as simple as printing up business cards
or hanging a sign announcing the business. Taking work as a contract carpenter or freelance photographer, for
example, can establish a sole proprietorship. Likewise, a sole proprietorship is equally easy to dissolve.
 Typically, there are low start-up costs and low operational overhead.
 Ownership of all profits.
 Sole Proprietorships are typically subject to fewer regulations.
 No corporate income taxes. Any income realized by a sole proprietorship is declared on the owner's individual
income tax return.

Disadvantages
 Unlimited liability. Owners who organize their business as a sole proprietorship are personally responsible for the
obligations of the business, including actions of any employee representing the business.
 Limited life. In most cases, if a business owner dies, the business dies as well.
 It may be difficult for an individual to raise capital. It's common for funding to be in the form of personal savings or
personal loans.
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The most daunting disadvantage of organizing as a sole proprietorship is the aspect of unlimited liability. An advantage of a sole
proprietorship is filing taxes as an individual rather than paying corporate tax rates. Some hybrid forms of business organization may be
employed to take advantage of limited liability and lower tax rates for those businesses that meet the requirements. These include S
Corporations, and Limited Liability Companies (LLC's). Where S-Corps are a Federal Entity, LLC's are regulated by the various states.
LLC's give the option for profits from the business to pass through to the owner's individual income tax return.
Partnership
A Partnership consists of two or more individuals in business together. Partnerships may be as small as mom and pop type operations, or
as large as some of the big legal or accounting firms that may have dozens of partners. There are different types of partnerships—general
partnership, limited partnership, and limited liability partnership—the basic differences stemming around the degree of personal liability
and management control.
Advantages
 Synergy. There is clear potential for the enhancement of value resulting from two or more individuals combining
strengths.
 Partnerships are relatively easy to form, however, considerable thought should be put into developing a partnership
agreement at the point of formation.
 Partnerships may be subject to fewer regulations than corporations.
 There is stronger potential of access to greater amounts of capital.
 No corporate income taxes. Partnerships declare income by filing a partnership income tax return. Yet the
partnership pays no taxes when this partnership tax return is filed. Rather, the individual partners declare their pro-
rata share of the net income of the partnership on their individual income tax returns and pay taxes at the individual
income tax rate.

Disadvantages
 Unlimited liability. General partners are individually responsible for the obligations of the business, creating
personal risk.
 Limited life. A partnership may end upon the withdrawal or death of a partner.
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 There is a real possibility of disputes or conflicts between partners which could lead to dissolving the partnership.
This scenario enforces the need of a partnership agreement.
As pointed out, unlimited liability exists for partnerships just as for sole proprietorships. One way to alleviate this risk is through Limited
Liability Partnerships (LLP's). As with LLC's, LLP's may offer some tax advantages while providing some risk protection for owners.
Corporation
Corporations are probably the dominant form of business organization in the United States. Although fewer in number, corporations
account for the lion's share of aggregate business receipts in the U.S. economy. A corporation is a legal entity doing business, and is
distinct from the individuals within the entity. Public corporations are owned by shareholders who elect a board of directors to oversee
primary responsibilities. Along with standard, for-profit corporations, there are charitable, not-for-profit corporations.
Advantages
 Unlimited commercial life. The corporation is an entity of its own and does not dissolve when ownership changes.
 Greater flexibility in raising capital through the sale of stock.
 Ease of transferring ownership by selling stock.
 Limited liability. This limited liability is probably the biggest advantage to organizing as a corporation. Individual
owners in corporations have limits on their personal liability. Even if a corporation is sued for billions of dollars,
individual shareholder's liability is generally limited to the value of their own stock in the corporation.

Disadvantages
 Regulatory restrictions. Corporations are typically more closely monitored by governmental agencies, including
federal, state, and local. Complying with regulations can be costly.
 Higher organizational and operational costs. Corporations have to file articles of incorporation with the appropriate
state authorities. These legal and clerical expenses, along with other recurring operational expenses, can contribute
to budgetary challenges.
 Double taxation. The possibility of double taxation arises when companies declare and pay taxes on the net income
of the corporation, which they pay through their corporate income tax returns. If the corporation also pays out
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dividends to individual shareholders, those shareholders must declare that dividend income as personal income and
pay taxes at the individual income tax rates. Thus, the possibility of double taxation.

Introduction - Forms Of Business Organization

A business can be organized in one of several ways, and the form its owners choose will affect the company's and owners' legal liability
and income tax treatment. Here are the most common options and their major defining characteristics.
Sole Proprietorship
The default option is to be a sole proprietor. With this option there are fewer forms to file than with other business organizations. The
business is structured in such a manner that legal documents are not required to determine how profit-sharing from business operations
will be allocated.
This structure is acceptable if you are the business's sole owner and you do not need to distinguish the business from yourself. Being a
sole proprietor does not preclude you from using a business name that is different from your own name, however. In a sole proprietorship
all profits, losses, assets and liabilities are the direct and sole responsibility of the owner. Also, the sole proprietor will payself-
employment tax on his or her income.
Sole proprietorships are not ideal for high-risk businesses because they put your personal assets at risk. If you are taking on significant
amounts of debt to start your business, if you've gotten into trouble with personal debt in the past or if your business involves an activity
for which you might potentially be sued, then you should choose a legal structure that will better protect your personal assets. Nolo, a
company whose educational books make legal information accessible to the average person, gives several examples of risky businesses,
including businesses that involve child care, animal care, manufacturing or selling edible goods, repairing items of value, and providing
alcohol. These are just a few examples. There are many other activities that can make your business high risk.
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If the risks in your line of work are not very high, a good business insurance policy can provide protection and peace of mind while
allowing you to remain a sole proprietor. One of the biggest advantages of a sole proprietorship is the ease with which business decisions
can be made.
LLC
An LLC is a limited liability company. This business structure protects the owner's personal assets from financial liability and provides
some protection against personal liability. There are situations where an LLC owner can still be held personally responsible, such as if he
intentionally does something fraudulent, reckless or illegal, or if she fails to adequately separate the activities of the LLC from her
personal affairs.
This structure is established under state law, so the rules governing LLCs vary depending on where your business is located. According to
the IRS, most states do not allow banks, insurance companies or nonprofit organizations to be LLCs.
Because an LLC is a state structure, there are no special federal tax forms for LLCs. An LLC must elect to be taxed as an
individual, partnership or corporation. You will need to file paperwork with the state if you want to adopt this business structure, and you
will need to pay fees that usually range from $100 to $800. In some states, there is an additional annual fee for being an LLC.
You will also need to name your LLC and file some simple documents, called articles of organization, with your state. Depending on your
state's laws and your business's needs, you may also need to create an LLC operating agreement that spells out each owner's percentage
interest in the business, responsibilities and voting power, as well as how profits and losses will be shared and what happens if an owner
wants to sell her interest in the business. You may also have to publish a notice in your local newspaper stating that you are forming an
LLC.
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Corporation
Like the LLC, the corporate structure distinguishes the business entity from its owner and can reduce liability. However, it is considered
more complicated to run a corporation because of tax, accounting, record keeping and paperwork requirements. Unless you want to have
shareholders or your potential clients will only do business with a corporation, it may not be logical to establish your business as a
corporation from the start - an LLC may be a better choice.
The steps for establishing a corporation are very similar to the steps for establishing an LLC. You will need to choose a business name,
appoint directors, file articles of incorporation, pay filing fees and follow any other specific state/national requirements. (Find out how
becoming a corporation can protect and further your finances. See Should You Incorporate Your Business?)
There are two types of corporations: C corporations (C corps) and S corporations (S corps). C corporations are considered separate tax-
paying entities. C corps file their own income tax returns, and income earned remains in the corporation until it is paid as a salary or
wages to the corporation's officers and employees. Corporate income is often taxed at lower rates than personal income, so you can save
money on taxes by leaving money in the corporation.
If you're only making enough to get by, however, this won't help you because you'll need to pay almost all of the corporation's earnings to
yourself. If the corporation has shareholders, corporate earnings become subject to double taxation in the sense that income earned by
the corporation is taxed and dividends distributed to shareholders are also taxed. However, if you are a one-person corporation, you don't
have to worry about double taxation.
S corporations are pass-through entities, meaning that their income, losses, deductions and credits pass through the company and become
the direct responsibility of the company's shareholders. The shareholders report these items on their personal income tax returns, thus S
corps avoid the income double taxation that is associated with C corps.
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All shareholders must sign IRS form 2553 to make the business an S corp for tax purposes. The IRS also requires S corps to meet the
following requirements:
 Be a domestic corporation
 Have only allowable shareholders, including individuals, certain trusts and estates
 Not include partnerships, corporations or non-resident alien shareholders
 Have no more than 100 shareholders
 Have one class of stock
 Not be an ineligible corporation (i.e., certain financial institutions, insurance companies and domestic international sales
corporations)
General Partnerships, Limited Partnerships (LP) and Limited Liability Partnerships (LLP)
A partnership is a structure appropriate to use if you are not going to be the sole owner of your new business.
In a general partnership, all partners are personally liable for business debts, any partner can be held totally responsible for the business
and any partner can make decisions that affect the whole business.
In a limited partnership, one partner is responsible for decision-making and can be held personally liable for business debts. The other
partner merely invests in the business. Although the general structure of limited partnerships can vary, each individual is liable only to
the extent of their invested capital.
LLPs are most commonly used by professionals such as doctors and lawyers. The LLP structure protects each partner's personal assets
and each partner from debts or liability incurred by the other partners. Different states have varying regulations regarding these
establishments of which business owners must take note.
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Partnerships must file information returns with the IRS, but they do not file separate tax returns. For tax purposes, the partnership's
profits or losses pass through to its owners, so a partnership's income is taxed at the individual level. LPs and LLPs are also state entities
and must file paperwork and pay fees similar to those involved in establishing an LLC.
Regardless of the way a business is structured, its owners will have the same overarching goals when it comes to the company's financial
management
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UNITED STATES COPYRIGHT LAW OVERVIEW
1. Why have a Copyright law?

 Protect authors; incentivize them to create. Give them a period of time that they have exclusive control over the creative work.
2. What is Copyright?
 Bundle of rights: to copy, to distribute, to create derivative works, and to publicly perform or display. Certain special rights apply
to ltd. edition artworks and music.
3. What’s the difference between an idea and the expression of that idea?
 Fixed tangible expression; such as writing, drawing, video; software, email etc. BUT spontaneous speech is not protected.
4. What can be protected by copyright and what can’t?

 Must be original (even if derivative—what is new is protected)
 Must have a measure of creativity: not mechanical or clerical.
o A mere list isn’t copyrightable
o A compilation can be copyrighted. i.e. an anthology or catalog
o Facts aren’t copyrightable, but how they are expressed: i.e. a newspaper article.
o A color isn’t protectable
o A title is not protectable
o Work done as an employee within the scope of your job is owned by the employer and thus not protectable by you
o Work for hire is not protectable
o The utility or functionality of an object is not protectable by ©, only patent, trade secret or contract.
5. What is the difference between common law and statutory copyright?

 You own the copyright the moment you put your creative work into a tangible form (and it is subject to copyright protection).
 You cannot enforce your legal rights in your copyright work until it is registered.
.
6. Who owns a copyright?
 Author owns unless transferred by written contract; unless created as a work for hire or employee.
 An employer is the work is done by an employee as part of his or her job.
7. Who owns works of joint authorship?

 Both authors; both can exploit unless explicit contract to the contrary; neither can grant exclusive licenses without the other.
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8. How long does copyright last: life plus 70 years.

 Works from 1923-1963 lasts from 95 years from the date of publication if the copyright was renewed.
 1964-1977 95 years with or without renewal.
 Corporate ownership: creation plus 120 or publication plus 90.
 But remember, the postcard photo of the Forum may be a © work.
9. What does it mean if something is in the “public domain”?

 If it was published before 1923 its in the public domain
 If it was published without registration or notice before 1978
 If it is in the public domain, anyone can use it.
10. What is copyright infringement?

 If someone makes a copy of your work without your permission.
 If someone creates a new work that is based upon or derivative of your work, and/or has the same overall look and feel or
substantial similarity.
 If someone displays, distributes, exhibits or performs your work
11. What is fair use? Note that it is a defense; a risk you take if you use © material without permission!.
12. What are “moral rights” or “droit morale”?

 In the EU and other countries, authors have the right to prevent alterations to their work, as well as unauthorized copying, display,
distribution, exhibition, performance, derivative works, etc.
 In the US, under the Visual Artist Rights Act, certain works are protected so that the author can remove his or her credit if the
work is altered by a third party. In certain cases the author can get back possession of the work to avoid its destruction.
13. How do you register for copyright protection?

 File form, pay fee.
14. What is a work for hire?

 Commissioned work, where copyright assigned at the outset. It must be in writing to be valid.
15. What is a copyright assignment?

 Sale or some or all the rights comprising copyright.
16. What’s the difference between a license and a purchase?
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 Copyright owner retains rights in a license that are transferred in a sale.
17. How do you purchase or sell copyrighted material?

 ALWAYS needs a written contract.
18. Copyright was created to incentivize artists and scientists to create new work. BUT, the Copyright Act carved out a public policy
exemption
 In some situations, you CAN use someone else’s work to: :
o Commentary/ editorial statement
 Including parody
o Newsworthy
o Educational within the classroom/within a short period of time
 However, a series of four criteria is applied to those types of uses:

o Was the original use protected by copyright, and highly creative itself?
o Was the new work highly creative and transformative
o Did the new author/artist take more than they needed to create the new work?
o Does the new work harm the market for the original work?
 Guide to Copyright Practice: http://copyright.gov/comp3/comp-index.html
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OVERVIEW OF COPYRIGHT ISSUES FOR MUSIC
The Elements of Music Copyrights

 Lyrics
 Music
 Arrangements
 Recording/performance.
 Use of lyrics and music, or just music with film
Who Owns the Rights

 Composer/songwriter authors start out with the rights.
 © in Songs (music means a lyrics) is usually assigned to music publishers.
 © in the recording or performance is usually assigned to the record company or producer.
 Example: Bach is in the public domain. New York Philharmonic performance of Bach would not be in the public domain and could
be copyrightable
Fair use is construed very narrowly for music purposes. Therefore if you use music or songs, assume you will have to clear it.
Types of Licenses. To obtain a license to:

 Print or distribute the lyrics or copies of the actual musical notes in print or online in printed format, you must obtain a license,
usually from the music publisher.
 Perform or Record the song (which consists of the music and the lyrics together) you obtain a “mechanical license”, which is
issued by the Harry Fox Agency or the record company.
 Broadcast the song or performance, you obtain a compulsory license, which is usually through payment to ASCAP and BMI (see
below or through the artist/record company.
 Use the song in a motion picture you obtain a “sync license” from Harry Fox Agency or the label.
 Use the song in a limited festival or non paying environment you obtain a festival license from the artists or label.
 Play ore reproduce a specific performance/recording: Master use license. At a venue means a ASCAP type. In a record or
production means a artist recording co.
Compulsory Licenses In Particular: For Example, the right to play a song on the radio
 Compulsory license of the right to record a song: Section 115 of © Act means a non dramatic musical compositions must be
licensed “compulsory mechanical license”
o If the work previously recorded
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 Released to the public via audio

 New recording in audio only (i.e. not movie)
 The party taking the license pays a statutory fee. Requires monthly accounting.
 Once a song has been published, performers must be allowed to record it; the creator can't allow one performer to use it
and not allow another.
Mechanical License: Harry Fox Agency is central clearinghouse for synch and mechanical licenses.
Master Use License: Artists record company.
Play Performance in/at a location: ASCAP: BMI: SESAC collect and pay to songwriters and composers.
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UNITED STATES TRADEMARK OVERVIEW SHEET

Main Points
 The purpose of TM law is to protect the consumer, so they get what they expect when the purchase goods and services based
upon a brand name, tag line or packaging, and to protect the TM owner's investment in the goodwill they built up in the TM.
 Trademarks designate the commercial source of a product or service and can be a name, phrase, design or combination,
packaging, club or certification.
 Trademark rights exist prior to and without registration.
 Put a TM next to a mark to show other people it is proprietary; put a ® only after it is registered with the U.S. Patent and
Trademark Office.
 Before you invest in using a trademark make sure it doesn’t belong to someone else or isn’t very similar to someone else’s
trademark.
Details:
1. Trademarks are names, phrases, designs or combinations that designate products or services.
2. Trademarks cover only the specific class of goods or services. For example, software vs. clothing.
3. Trademarks are protected under the Lanham Act, which is Federal Trademark Law and State laws.
4. Before you register your trademark, you still have common law protection of your valid trademark. You may designate
that protection with a TM by the mark. Once registered it is designated with a ®.
5. Marks should be distinctive and/or fanciful and arbitrary, and must not be merely descriptive.
6. Marks can't be generic (escalator, e-book), or descriptive "writes with ink" pens.
7. No deceptive trademarks (Geneva Watches that are made in HK); or geographic marks (New York Hot Dogs)
8. Obscene words cannot comprise a TM.
9. Before your use or try to register a mark, make sure it doesn’t belong to someone else. Have a search done by an
attorney, or check the TM database at www.uspto.gov.
10. Why register? Presumption of valid, first used trademark in that class of goods or services. Statutory damages, costs
and fees if successful prosecution of infringement. Injunctive relief available. Use of TM or ® required to obtain profits
and damages.
11. Register by filing either an intent-to-use application or a use in commerce application. Search for similar marks. File
form available online at www.uspto.gov. Filing fee is$275 if you use the TM office wording or $325 if you describe
your goods and services yourself, sample of use required for use in commerce application.
12. Infringement consists of a use that is likely to confuse the public as to the source of the goods or services; create a false
association.
13. Unfair Competition is using a mark or similar mark to trade off of the goodwill; like infringement to confuse the public
in order to trade off of the goodwill
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14. Dilution is a cause of action for using the mark in a way that dilutes the strength of the mark, tarnishes it or causes a
likelihood of confusion (Star Wars Hamburgers; Enjoy Coffee in Coke script).
15. You may use a mark in order to compare brands. "CLOROX gets dirt out faster."
16. You may use a mark to make a parody provided it is clear the parody-mark is not the same as the original mark.
"Jurrasta Park"
TM Process Overview
1. The first step is a TM search to make sure there are no competing trademarks already out there.
2. If it is clean, then I ask you to sign a limited power of attorney to authorize me to file the applications on your behalf. Then we file.
My fees for preparing the filing and handling it are about an hour. The Engagement Letter will contain this Power of Attorney.
3. The government filing fees are $275-$325 per TM application. If you have never used the mark on printed materials distributed to
third parties then we file a special type of application called an Intent To Use application. It is the same fee, but later when the mark is
approved by the TM Office we have to show actual use in commerce and pay an extra $100. If you haven't used the mark, you can
continue to "reserve" the right to use it by paying $150 every six months for up to about 3 years after the TM office first approves the
mark. My fees during this part of the process are based upon the actual time spent, and can range from as little as one hour for to
many hours if an Office Action is required (see below).
4. While this is going on you should use the mark with a TM next it on at least the most prominent use of the TM on each page on
which you use it. Your Trademark TM.
5. After filing we wait quite a while for the TM office to ask questions. If they do so, they issue an "Office Action." They give us six
months to respond. This requires either a simple answer that can be done by phone or online and have very little costs associated
with it. Or, they may issue a tentative rejection. That often requires a more formal answer including research and citation of case law
to convince them why the TM is acceptable. This can take several hours of attorney time. We have six months to respond to their
rejection.
6. If the TM Office has no questions, or they accept our response to their questions or Office Action(s), then they issue a Notice of
Publication. That is when they "publish" the application(s) for opposition. That is a 30 period during which third parties can object to
the mark and prove that they used it first or have some other lawful reason to stop the mark from being used by you. This seldom
happens, but it is not unheard of.
7. If someone did object, then we go through a proceeding with the TM Office defending your trademark.
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8. If we win, or if no one objects in the first place, the mark is registered by the TM Office. If you have not yet used the mark in
commerce, then they issue a "Notice of Allowance" giving you six months to show use, or you can pay $150 and get an additional six
months to show use. You can get these extensions up to three times. After that, you have to also file a statement that you are
attempting to get the mark into commerce.
9. If you have used it in commerce, then the TM office will issue the registration, and you should use it: Your Trademark (R). You have
ten years before renewal. However before the end of the sixth year you must file a Declaration of Continued Use, called a Section 8
Declaration. The TM Office does not send a reminder, and I will not be able to do so either. Please note that the Registration will
become canceled if you fail to send in this Declaration. You must renew your mark between the ninth and tenth year after registration
and show continued use as well. Similarly, neither the TM Office nor I will send you a reminder, so you must calendar this internally.
The specific post registration obligations are outlined by the TM Office in steps set out on the next page.
Also, you have an affirmative obligation to police your trademark and make sure that no one else uses your trademark in interstate
commerce for the same or similar goods and services, or that no one else uses a similar or confusingly similar mark for the same or
similar goods and services.
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 POST REGISTRATION STEPS AS DESCRIBED BY THE US TRADEMARK OFFICE

 Step 1. Mark registers: After a registration issues, to keep the registration “alive” or valid, the registration owner must file
specific documents and pay fees at regular intervals. The deadlines for filing these documents are calculated from the registration
date shown on the registration certificate. Failure to file these documents will result in the cancellation and/or expiration of your
registration. The USPTO does not issue reminders of these deadlines. Go to step 2 for required post registration documents and go
to step 2a for optional post registration documents.
 Step 2. Required post registration documents: The following documents must be timely filed to maintain a registration. Go to
step 3.Optional post registration documents: The following documents are not mandatory to maintain a registration. For
optional documents that may be filed anytime go to step 3a and for optional documents that may be filed every 5 years or more go
to step 4a.
 Step 3. Section 8 declaration: Between the 5th and 6th year after the registration date the owner must file a Declaration of Use
or Excusable Nonuse under Section 8. This declaration requires a fee. The filing may also be made within a 6-month grace period
after the expiration of the 6th year with the payment of an additional fee. Failure to file this declaration will result in the
cancellation of the registration. The USPTO does not issue a reminder of these deadlines. The Section 8 declaration may be
combined with an optional Section 15 declaration of incontestability. Go to step 4.
 Step 3a. Ownership change and Section 7(d) request for new registration certificate: An owner may transfer or assign a
registered mark to a new owner. The new owner is encouraged to record the assignment with the USPTO. If the owner would like
a new registration certificate, the owner must submit a separate request showing that the assignment has been recorded with the
USPTO. A fee is required. Go to Step 3b.
 Step 3b. Section 7(e) voluntary surrender of registration: The owner of a registration may voluntarily surrender the
registration, in its entirety or for a portion of the goods and/or services. No fee is required. Go to Step 3c.
 Step 3c. Sections 7(g) and 7(h) amendment and correction of registration: A registration owner may file a Section 7 request
to amend or correct the registration at any time. The amendment may not materially alter the mark or broaden the goods and/or
services. A fee is required, except for corrections due to USPTO error.
 Step 4. Combined Section 8 declaration and Section 9 renewal: Between the 9th and 10th year after the registration date and
every 10 years thereafter, the owner must file a Combined Declaration of Use or Excusable Nonuse and Application for Renewal
under Sections 8 and 9. This filing requires a fee. The filing may also be made within a 6-month grace period after the 10th year
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with the payment of an additional fee. Failure to file this declaration will result in the cancellation and/or expiration of the
registration. The USPTO does not issue a reminder of these deadlines.
 Step 4a. Section 15 declaration of incontestability: A Section 15 declaration may only be filed for a mark on the Principal
Register that has been in continuous use in commerce for a period of 5 years after the date of the registration and there is no
adverse decision(s) or pending proceeding(s) involving rights in the mark. “Incontestability” enhances the legal presumptions the
registration receives. This declaration requires a fee.
Overview — Trade Secrets
A trade secret is economically valuable, proprietary information that has not been disclosed to the public by the person or entity
possessing such information. Examples of trade secrets include manufacturing processes, sales and distribution methods, customer lists –
basically, any information that confers a competitive advantage and is kept secret by its owner. Unlike patents, trademarks and
copyrights, no government registry exists for trade secrets. The recovery for theft of a trade secret is in tort. Most, but not all, states have
adopted the Uniform Trade Secrets Act.
Owners of trade secrets must protect the secrecy of the information if they wish to assert trade secret status against third parties. In this
regard, owners must implement safeguards over the information, such as limited access to the information to certain persons on a need-
to-know basis; confidentiality agreements entered into with those who will have access to the information; and labeling of printed
material reflecting the trade secrets with “confidential” or other appropriate designation.
Secrecy, a Requisite Element

1-1 Milgrim on Trade Secrets § 1.03
Indispensable to an effective allegation of a trade secret is proof that the matter is, more or less, secret. In the absence of secrecy the
property disappears. The value, then, of a trade secret rests in maintenance of secrecy.
Loss of Secrecy Through Disclosure: External

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Upon information’s becoming publicly disclosed or readily available it prospectively losses its character as a trade secret. Such disclosure
may occur where the trade secret is readily discernable from an examination of a marketed product embodying it. However, not every
instance of seeming “public disclosure” of a trade secret actually results in loss of trade secrecy.
"Internal" Safeguards for Protecting Trade Secrets

The necessary forms of internal safeguarding within companies that have several employees and how can they be well-suited to the
practicalities and efficiencies of the work place are discussed. As such, "safeguards reasonable under the circumstances" need to be
adapted to the day-to-day company business, as well as the information, the community in which this is occurring and the established
awareness of individuals who have been granted certain access. However, what is a "reasonable" safeguard in one enterprise may be
considered either plainly insufficient or vast overkill in the context of another enterprise.
Definition of a Trade Secret

In applying the UTSA, courts routinely consider six factors: (1) the extent to which information is known outside a trade secret claimant's
business and (2) by employees and others involved in the business, (3) secrecy measures, (4) the value of the information to the claimant
and his competitors, (5) the effort or investment to develop the information and (6) the ease or difficulty with which the information
could be properly acquired or duplicated by others. There is no patent-like "novelty" standard for a trade secret. However, if matter is
novel, it presumably qualifies as a trade secret (subject to the claimant's proving use of adequate secrecy safeguards).
Maintenance of Secrecy: Intra-Enterprise

The nature and character of the vigilance required of the owner to protect secrecy varies, depending upon a variety of factors. Among
things to be considered are the size and character of the enterprise (generally, large, sophisticated enterprises are held to a higher
"secrecy effort" standard), the location of the enterprise (elaborate steps that may be required in an "industrially dense" area may not be
required in, say, a rural area) and the nature and character of the enterprise's staff. Steps that are commonly employed by large
enterprises, such as the use of employment agreements with confidentiality provisions and/or restrictive covenants, restricted access,
computer passwords, to attain access, legending and keeping documents under lock and key, are scrutinized by courts to assess whether
reasonable safeguards have been employed.
Methods for Protecting Trade Secret/Know-How

Introduction and Checklist of Matter for Contractual Attention
The general right to independently develop may be jeopardized by an enterprise itself, such as through "sensitive" hires of competitors'
employees or when it seeks confidential access to another enterprise's trade secrets. In such situations, it is usually to the disclosee
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enterprise's interest to preserve its independent development rights. This can be fostered by limiting access at the disclosee enterprise to
only a few persons, with a need to know, thereby leaving the disclosee's other employees able to engage in independent development.
Methods for Protecting Trade Secret/Know-How

Prevalent Use of Agreements
Although the employment relationship is inherently a confidential one and employee is obliged not to use or disclose the employer’s trade
secrets, it is good practice to use express agreements. Employment agreements are, in fact, ubiquitous.
Employment Agreement Forms to Protect Secrecy and to Achieve Related Purposes

Drafting an employment agreement that will give optimum protection is often best done by taking into account the special characteristics
and needs of the specific enterprise.
Legality of Contractual Protection

Enterprises commonly entrust trade secrets to persons standing in a specific relationship, such as employees and licensees, subject to
written agreements that impose duties of confidentiality and restrict unauthorized use or disclosure both during the relationship and
afterwards. This chapter primarily deals with the employment situation applicable to ordinary employees and executives as well as those
who become employees after the sale of a business they previously owned.
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PATENT LAW OVERVIEW
PATENT:Legal Property Right to Exclude Others from Making, Using, or Selling Your Invention.Limited monopoly for a public disclosure
of your invention to foster innovation.
I UTILITY PATENTS:: “any new and useful process, machine, manufacture, or composition of matter, or any new and useful improvement
thereof.”
 Must be filed within one year of disclosure.
 Lasts 20-years from earliest filing date.
 Two Types: Non-Provisional and Provisional
 Application parts: description, drawings and claims.
 Criteria: Useful, Novel and Not Obvious
o Useful – not an idea, but an application of an idea to a device, process, composition, etc.
o New or Novel: Does the prior art or public information show every element of the patent application claim. I.e. If your
claim has 10 elements, and the patent reference has each and every one of the 10 elements then patent will be rejected. .
o Not obvious to one skilled in the art of making the invention
II DESIGN PATENTS:Ornamental vs. Functional;

 Not as Powerful as Utility Patents because competitors can get around your design by changing one element of the design, but can
provide protection for ornamental nature!
 Criteria: Examination: Ornamental, New, and Not-obviousness.
 Last 14 years
III PATENT PROSECUTION (Application and Formal Examination Process):

 Patent Search: http://www.uspto.gov/patft/index.html ; google, dogpile, etc.
 Type of Application to File:
o Provisional: no claims, smaller fee $100; no formal exam; file non-provisional w/in 1 year.
o Non-Provisional:describe full claims, pay all fees $500; full examination by uspto.
 Formal Examination (at least 14-month to 2 years)
o Examiner reads application and searches patent database for any patents or other public info that describes invention.
o Office Action: Examiner gives legal basis for why claims should or should not be allowed.
o 3. Response to Office Action: Legal written document to counter and to show why the patent claims should be granted.
o 4. Allowance of Claims: If the Examiner agrees w/ our arguments, then patent allowed!
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IV AVOIDING INFRINGEMENT - Product Clearance Before You Sell!

 If you willfully infringe a valid U.S. Patent, compensatory and punitive damages (3X any profits made).
 Get a formal legal opinion from an attry after the firm does a search.
 Sign and date drawings or figures
 Document all meetings with any potential purchasers or licensees of your invention.
o Include the names of people that you met, what you disclosed, and dates.
o b. Mark and ID any documents or prototypes with your name and “Confidential”.
o 3. Use Non-Disclosure Agreements.
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RIGHT OF PUBLICITY AND RIGHT OF PRIVACY: A BRIEF OVERVIEW
Think of four types of invasions of privacy: intrusion, exposure, use of name or likeness for commercial use or even for use for a benefit or
endorsement, or using someones name or image in a unreasonable publicity and false light (which is another way of understanding the
harm of the exposure)
The Right of Publicity prevents the unauthorized commercial use of an individual's name, likeness, or other recognizable aspects of one's
persona. It gives an individual the exclusive right to license the use of their identity for commercial promotion or endorsement. Only
about half the states in the US have distinctly recognized a Right of Publicity. Of these, many do not recognize a right by that name but
protect it as part of the Right of Privacy.
In other states the Right of Publicity is protected through the law of unfair competition. Actions for the tort of misappropriation or for a
wrongful attempt to "pass off" the product as endorsed or produced by the individual help to protect the Right of Publicity.
If a person can establish an aspect of his or her identity as a trademark, protection may be provided by Federal law. Federal TM law can
also provide protection where a person's identity is used to falsely advertise a product or designate its origin.
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CLEARANCES AND APPROVAL RIGHTS FOR RE-USE OF OTHER PEOPLE’S IP

Book Clearance Issues Checklist
1. Does the book contain any photograph, paintings, sculptures, drawings, sketches, etc, whether famous or not, whether original or
not, text, compositions (poetry, prose, etc) (“Works”)?
2. Have you obtained written permission to each of the Works in the book from the author or holder of the copyright (whether
registered or not) in such Works?
a. What is the term of the license or grant of permission? (i.e. how long can you use it)
b. Are there any limitations on the type of use? (i.e. does the license specify the use)
c. Has the rights holder retained any approval rights over the use of the Works?
d. What media can you release the Works in? Do you have the right to release in digital format? On the Internet?
e. What limitations if any on publicity and promotion for the book?
f. Any limitations on reprints? Revisions and new editions?
g. Any credit requirements? Audit to make sure you comply.
3. Does the book contain the photographs or illustrations of any people that are identifiable?
a. If so, have you obtained their written permission to use their likeness?
b. If you use their names or any biographic information, have you obtained permission to do so?
4. Does the book contain photographs or illustrations of any locations that are identifiable, such as the Hollywood Sign? Empire State
Building? Famous mural, street signs, fountains?
a. If so, have you obtained permission to use them? See questions 2a-2c.
5. What contracts are in place for assembly, editing, printing of the book? Have you checked compliance with any payment, approval
or other requirements?
6. Do any agreements with the contributors, editors, publishers etc. specify who has the right to copyright the book? If it is a series,
to trademark the title?
a. If not, this should be determined in writing prior to release or publication.
b. Assignment of copyright should be obtained from any author, creator or significant contributor of Works.
Design/Location: Issue Checklist
[Note: See the checklists for Rights Acquisition and for Talent and Service Agreements for general considerations applicable to design and
location agreements.]
1. How are the design services being handled?
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• What is to be designed?
• What is the approval process?
• Who arranges for, and oversees, construction and fabrication?
• What are the delivery dates?
• What are the ongoing responsibilities of the designer?
• What is the initial compensation of the designer?
• What is the ongoing compensation of the designer?
• Are there residuals or reuse fees?
• Who owns the designs?
• Is there an applicable union or guild?
2. How is the location being arranged?

• Is a location manager or outside location service being used?
• Are you dealing with an owner or leaser who has the power to grant both the right of access and any necessary media rights?
• What are the times of access?

• Who is responsible for damages?
• Who is responsible for carrying insurance; what types and how much?
• Are changes and construction permitted?
• What maintenance staff is required, and who pays for it?
• What compensation is payable for the location use and any media rights?
Music Release
I, Petra Haden, represent that I own or control all rights to the recording of my arrangement and performance of Bach’s Prelude #2 as
recorded on my Imaginaryland album on the Win Records label (the, “Recording”). I hereby permanently waive any objection I might
have to use of the Recording in the public service announcement spot warning against drinking and driving which was created by Hoku
Uchiyama while a student at Designer’s Name College of Design (the “Spot”). Uchiyama may use the Recording in the Spot in all media and
formats throughout the world until and unless he substantially alters the Spot. I understand that the Spot may be submitted to contests
and festivals and may be aired as a Public Service Announcement by third parties. In consideration of this waiver, Uchiyama agrees to
supply me with at least one copy of the Spot on VHS or in digital format on or before July 1, 2003. In the event the Spot is broadcast by a
third party, Hoku Uchiyama will make best efforts to ensure that the following credit appears on the Spot, “Bach’s Prelude #2 performed
by Petra Haden; Imaginaryland Album,” or such other credit as I provide to Uchiyama or on before July 1, 2003.
Signed: ___________________________
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Petra Haden
Dated: ____________________________
SAMPLE REQUEST FOR CONSENT
Date
Permissions Department
Address
Address
Re: Name of your project
To whom it may concern:
I am writing to obtain permission to use an original illustration of the following material (the, “Material”):
[describe work you will be illustrating]. A photocopy of my copyrighted illustration is enclosed.
I wish to use the Material in a work I am creating for publication and distribution to children to educate them in an entertaining
fashion about modernism (my, “Work”). I am requesting the non-exclusive right to use the Material as part of the Work, and in all future
editions and revisions the Work; however they may be exploited, in any language or medium and/or distribution channel, whether now
known or later developed.
Unless you otherwise request or specify an alternative credit, should you approve my use of the Material as set forth above, I will
include the following credit:
“Grateful acknowledgement is made to [fill in publisher or author] for permission to use the material [fill in name] by _________[fill in
Author, as applicable].”
I you do not control the worldwide rights to the Material, please specify any additional source from whom permission must be
obtained. Thank you in advance for your consideration and anticipated approval of this request.
Sincerely,
Designer’s Name
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PERMISSION IS GRANTED FOR THE USE REQUESTED ABOVE.
[FILL IN NAME OF PUBLISHER OR AUTHOR]
BY:_______________________
NAME:____________________
TITLE:___________________
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Location Release
Producer: ____________________________
Premises: 1700 Lida Street, Pasadena, CA 91103.
Program: [Fill in nature and purpose of the film]
Agreement
Designer’s Name College of Design hereby agrees to permit the Producer to use the Premises, both exterior and interior, for the
purpose of filming, photographing and/or otherwise recording scenes solely for use in the Program as a whole, and not in any other
format. Producer and its licensees and assigns shall have the right to use the film, photographs and/or other recording made on and
showing the Premises in any manner throughout the world in perpetuity without any limitations or restrictions provided that the
Program is not used to disparage Designer’s Name College of Design, its officers, directors, trustees, employees, agents, sponsors, faculty
or students (collectively, hereafter, “Designer’s Name”).
Producer will have the right to film, photograph and/or otherwise record in and around the Premises for one day, April 16, 2004.
Producer will leave the Premises in the same condition as existed prior to use.
Producer represents and warrants that it has the authority and capacity to enter into this Agreement, that performance of its
obligations and the production and/or distribution, display or exhibition of the Program will not violate any third party’s rights or violate
any applicable law or regulation. Producer agrees to indemnify, defend and hold Designer’s Name harmless from any and all claims,
causes of action, costs, damages and/or judgments including also reasonable attorneys fees (collectively, ‘Indemnify”) arising from a
breach of any of the foregoing representations and warranties and/or arising from its use of the Premises.
Producer expressly waives any and all claims, causes of actions or damages against Designer’s Name, whether direct or indirect
arising from its use of the Premises hereunder.
Designer’s Name acknowledges that it has received good and valuable consideration for this grant and warrants that it has the
authority to grant the rights granted herein with respect to the Premises. Designer’s Name shall receive one copy of the Program on a
format to be mutually agreed upon.
COMPANY NAME
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By: ________________________
Title: _______________________
DESIGNER’S NAME COLLEGE OF DESIGN
By:__________________________
Title: _________________________
INTERVIEW PERMISSION RELEASE (FOR DESIGNER’S NAME USE)
_____________, 2011
Name
Address
Address
Re: Designer’s Name College of Design /Interview Permission and Release
Dear ________:
Thank you for agreeing to be interviewed for the Designer’s Name College of Design (“Designer’s Name”)
exhibition, catalog and potential publication project tentatively entitled, _______________________ (“Project”). This
letter will confirm the arrangement between you and Designer’s Name regarding your interview and artwork
submission for the Project.
For the good and valuable consideration of being included in this Project, you agree to allow and grant
Designer’s Name, its successors and assigns (collectively, also referred to as “Designer’s Name”) the right to
interview you, to take your photograph, and to reproduce photographs or drawings of your design and/or art
works for inclusion in the Project (collectively, “Interview Material”) and to publish some or all of the Interview
Material in all media and distribution channels, whether now known or later developed, throughout the world in
perpetuity. You also grant Designer’s Name the right to copyright the Interview Materials, and agree that
Designer’s Name shall have exclusive ownership of the Interview Materials subject only to your ownership
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interests in your artworks or designs that are included in the Interview Materials. You also acknowledge that
Designer’s Name has no obligation to use the Interview Materials.
You represent and warrant to Designer’s Name that you have the right to enter into this Agreement and to grant
Designer’s Name the rights granted in this Agreement. You specifically waive any claims you may have regarding
publication of Interview Materials including without limitation any claims for libel, false light, or disclosure of
private facts or invasion of privacy. You also understand and agree that you may not have the opportunity to
approve the Interview Materials and/or the Project or other use of the Interview Materials prior to publication.
Again, please accept our gratitude for your contribution to the Project.
Sincerely,
Leslie Marcus, [Fill in Title]

For Designer’s Name College of Design
I accept the terms of this agreement:
Signed:______________________ Date: _____________________
Printed Name:
THIS FORM IS PROVIDED FOR TEACHING PURPOSES ONLY. DO NOT USE WITHOUT UNDERSTANDING EACH AND EVERY PARAGRAPH
OR WITHOUT THE ADVICE OF LEGAL COUNSEL.

CONSULTING AGREEMENT FOR [FILL IN] SERVICES
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As of ________________
Contractors Name
Address
Re: Consulting Agreement
Dear _____________
This letter sets forth the terms of agreement (“Agreement”) between [Contractor Name] (“You”) and ___________________ (“Me” or “My”) with
respect to the services to be rendered by You as a consultant in accordance with the terms and conditions set forth below.
1. SERVICES:
a. You have represented to me that you customarily perform freelance consultation services for other companies and you agree to
render such services to me, on a non-exclusive basis as a designer [or fill in other services] (“Services”). You will perform such
services and render input on such projects (“Projects”) as may from time to time be specified by me. All of your services will be
subject to my final approval and will be performed in accordance with the standards I set for you, but you will direct the details
and means by which the services are accomplished.
b. Although you may perform the Services on a non-exclusive basis, you agree that during the Term of this Agreement (as defined
below) You will not undertake any third party projects that might interfere with or present a conflict of interest with your
performance of the Services on my behalf, and to avoid any potential conflict you will consult with me prior to performing
design services on other projects.
2. TERM: The term of this Agreement (“Term”) will commence on the Effective Date of ________ set forth above and will continue until
your Services have been completed, unless sooner terminated under the provisions herein.
3. TERMINATION: I hereby reserve the right to terminate this Agreement, for any reason, immediately upon written notice to you,. Upon
the expiration or earlier termination of this Agreement: (1) I will reimburse you for any outstanding expenses payable under this
Agreement; (2) I will pay you for services rendered up to the effective date of termination on a pro-rata basis (3) you will immediately
cease and desist from rendering any additional services and from any use of any intellectual property or confidential information that
I provide to you; (4) you will return any copies of my Confidential Information and any of my property in your possession; and (5) you
will deliver all Materials, as defined in section 4 below, regardless of the state of completion of such Materials. Upon the expiration or
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earlier termination of this Agreement the following provisions shall remain in full force and effect: Grant of Rights; Effect of
Termination, Warranty; Independent Contractor; and paragraphs 9-17, inclusive. Without limiting the foregoing, I will own all right,
title and interest in or to the Materials produced up to the effective date of termination.
4. GRANT OF RIGHTS:
a. You hereby agree that your services and the results and proceeds thereof, including without limitation any reports, proposals,
writings, comments, drawings, computer renderings, illustrations, source code, object code, (hereinafter collectively the
"Materials") to be produced by you hereunder will be owned exclusively and in perpetuity by me, and you hereby irrevocably
assign to me any and all of your right, title and interest, including copyright, in and to the Materials.
b. Further, the materials will be produced by you as a work made for hire for me as defined in the United States Copyright Laws, in as
much as said Materials are specifically commissioned by me for use as a supplementary work to the Projects to be prepared for
the purpose developing and implementing design projects and that I therefore own all of the rights comprised in the copyright in
and to all said Materials. If, whether by statutory amendment or judicial decision, the Materials produced by you hereunder will
not be deemed a "work made for hire," then my rights under this paragraph will not be affected thereby.
c. Except as set forth herein, I will have the right, free and clear of any and all claims for royalties or other compensation to display,
distribute, implement, sell, market, license, reproduce and publish any and all of the Materials throughout the world, in any and all
media and markets now or hereafter known.
5. DELIVERY OF MATERIALS: You will cause to be delivered to Me at the address listed above all the Materials produced by you
hereunder promptly in accordance with the mutually agreed upon schedule for such delivery and to the extent that any Materials have
not been so delivered, in no event later than expiration or earlier termination this Agreement.
6. FAILURE TO DELIVER MATERIALS AS REQUIRED : The Materials, as delivered to me, will be full and complete in substance and in
form and will conform to the instructions that I give you for such delivery and in accordance with the requirements of this Agreement.
Should you fail for any reason whatsoever to complete or to deliver any of the Materials within the time and in the manner herein
specified, I may, at my election, terminate and cancel this Agreement in its entirety, in which event I will be released and discharged of
and from any further obligations to you hereunder or otherwise, including, but not limited to, the obligation to make any further
payment to You.
7. WARRANTY: You warrant and represent that you have the authority to enter into this Agreement, and that execution of this
Agreement and performances of the services to be rendered hereunder will not violate the rights of any third party nor any applicable
law or regulation. Without limiting the foregoing, you represent and warrant that no third party has or will have any right, title or
interest in and to the Materials; that you have the full right and authority to grant all of the rights in the Materials granted to me by
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you in this Agreement that the Materials will be original and no part of the Materials will infringe upon or violate the rights of any
person or entity, including, without limitation, any copyrights, trademarks or rights of privacy or publicity.
8. CONSIDERATION:
a. Subject to the satisfactory rendition of all Services to me hereunder including, without limitation, Your furnishing me with all
Materials, and in full consideration for all of the undertakings, and warranties made hereunder, [fill in compensation, such as: you
are entitled to payment in the amount of Fifty Dollars ($50) per hour.] I will not compensate you for travel time or mileage to and
from meetings with me or my clients, or my offices.
b. I will reimburse you for your direct, out-of-pocket, expenses incurred performing the Services, provided that you obtain my prior
written approval of any expense greater than ______________ (Suggest you keep this no higher than $100) and provided that you
submit an invoice to me each month describing the expenses incurred in the prior month, attaching the receipt for each such
expense, and explaining the connection between each expense and the Services.
c. Notwithstanding anything to the contrary contained herein, no additional sums will be due and payable for any use of the
Materials whatsoever. I will have the right to register copyright in the Materials, and in any item into which they are incorporated
throughout the world in its own name or in the name of its successors, assignees, or licensees without any obligation to you in
connection therewith.
d. All invoices to be submitted by you pursuant to this paragraph eight (8) will be addressed to me at the address first set forth
above.
9. INDEPENDENT CONTACTOR: You acknowledge that you are entering into this agreement as an independent contractor and not as an
employee of the company and, therefore, you will not be eligible for any of the company's employee benefits. In addition, you will not
be considered an employee with regard to any laws concerning Social Security, disability insurance, unemployment compensation,
federal, state or local income tax withholding at local source or any other laws, regulations or orders relating to employees.
Accordingly, you agree to discharge all obligations imposed upon you as an independent contractor by all applicable federal, state or
local laws, regulations or orders now or hereafter in force, including, without limitation, those relating to federal, state and local
income taxes and Workers Compensation and including the filing of all returns and reports, and the payment of all assessments, taxes
and other sums required of an independent contractor. I will issue information returns as required by law with respect to fees paid to
you each year. You will indemnify me against any claims, damages, liabilities and expenses of any kind arising out of or in connection
with your failure to discharge your obligations as an independent contractor.
10. NOTICES: All notices to be given to me hereunder will be addressed to me at:
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All notices to be given to you hereunder will be addressed to you at the address first given above.
11. CONFIDENTIALITY: You will keep in confidence and not disclose to any third party the existence or terms of this Agreement and/or
the proprietary information of mine that is made known to you in the negotiation and/or performance of this Agreement (hereinafter
“Information”). Such proprietary information includes without limitation any customer or vendor information, all marketing,
business and financial plans, any contracts between third parties and me, and the terms and conditions of this Agreement. You also
agree that all such Information will be treated as confidential and will not be disclosed to any third party without appropriate prior
authorization. The foregoing policy is essential and a material condition of your engagement, and failure to adhere to such policy may
result in disciplinary action up to and including termination. This obligation will survive the termination and/or expiration of this
Agreement.
12. INDEMNIFICATION: You will forever indemnify and hold me, my corporation (if any), affiliates and subsidiary companies, and their
successors, assigns, and licensees (collectively also "me") harmless against all losses, costs, damages, claims, liabilities, judgments,
settlements and expenses (including reasonable counsel fees) which may be suffered, made, incurred or assumed by me, growing out
of or by reason of any breach or alleged breach of any representations, warranties, undertakings, or agreements of any nature
whatsoever, made by You or entered into herein on your part.
13. ASSIGNMENTS: I and my successors and assigns may freely assign this Agreement and may freely sell, convey, assign, transfer,
license, deliver, grant, in whole or in part, any and all of the rights titles, properties and interests acquired by me herein and
hereunder, and this Agreement and all of its terms and provisions and all rights herein and hereunder will inure to the benefit of the
successors and assigns of outs. You may not assign this Agreement.
14. NO PARTNERSHIP OR JOINT VENTURE: Nothing contained herein will constitute a partnership or joint venture between the parties
hereto or constitute either party the agent of the other. Neither party will hold itself out contrary to the terms of this Agreement, nor
will either party become liable by reason of any representation, act or omission of the other contrary to the provisions hereof. You will
have no right to enter into any contracts or commitments on my behalf without my prior written approval. This Agreement is not for
the benefit of any third party and will not be deemed to give any right or remedy to any such party, whether referred to herein or not.
15. ENTIRE AGREEMENT: The execution of this Agreement has not been induced by any representations, statements, warranties or
agreements other than those expressed herein. This Agreement embodies the entire understandings of the parties, and there are no
further agreements or understandings, written or oral, in effect between the parties relating to the subject matter hereof.
16. GOVERNING LAW: This Agreement will be governed by and interpreted in accord with the laws of the State of California applicable to
agreements entered into and to be performed wholly in California. The parties hereby agree that any disputes hereunder will be
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resolved by binding arbitration in Los Angeles, CA pursuant to the rules of the American Arbitration Association for arbitration of
commercial disputes.
If the foregoing correctly sets forth our understanding, please indicate your acceptance in the place indicated below and return both
copies of this Agreement to my attention at the above referenced address.
Sincerely,
By:______________________________ By:_____________________________
Contractor:
Social Security #:
Photo Design Services Agreement

This Design Services Agreement (“Agreement”) is entered into by and between Photographer located at ____________________ California
(“Photographer”) and _________ located at _______________ (“Client”) and is dated as of ________ (“Effective Date”). Photographer agrees to
provide the services defined below to Client and Client agrees to accept the services, subject to the terms and conditions set forth below.
1. Work Order. Photographer will provide the non-exclusive Services subject to a Work Order and or Proposal executed between
Photographer and Client for each project that describes the specific design, illustration and or photographic services to be
performed by Photographer, the schedule for and nature of each deliverable, a description of the final implemented product or
work (“Work”), as well as the fees, estimated expenses and other terms and conditions for the specific project. The Work Order will
incorporate all the terms and conditions of this Agreement, and will be executed by each of the parties. With the exception only of
Section 6 below, if any terms of the Work Order (including the Proposal) conflict with the terms of this Agreement, the terms of the
Work Order will take precedence. Modifications to any Work Order must be set forth and approved in writing by each of the
parties, and shall take into account any additional expenses or delays associated with such modification..
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2. Delivery and Acceptance. Photographer agrees to submit the deliverables set forth in each Work Order pursuant to the schedule
mutually agreed to by the parties, provided however that any changes requested by Client may require a revised schedule for
delivery and may incur additional fees. Upon receipt of such submission, Client shall promptly review, approve and accept or
inform Photographer with specificity the steps that must be taken to approve and accept delivery. The signature of Client’s
Representative on such approval notice shall be conclusive as to the approval of all artwork drawings and other items prior to their
release for printing, fabrication, or installation.
3. Implementation of Works. Photographer’s services under this Agreement do not include implementation or installation services
such as printing or exhibitions. Client and Photographer agree that any such implementation is to be provided by others, and the
Photographer’s services with respect to such implementation shall be restricted to providing specifications, coordination, and
quality checking. If Client provides a specific release form for models, locations or other third parties in advance of the day of any
any photography to serve as consents for approval then photographer attempt to have from executed by the applicable person.
4. Credits. As feasible and appropriate, Client agrees to include the credit to Photographer requested by Photographer or on before
delivery of the Work. Client shall not materially alter the Work without providing notice to Photographer and the opportunity for
Photographer to require removal of Photographer’s Credit. Upon receipt of written request from Photographer, Client shall
remove such credit from the Work within 10 days.
5. Fees/Expenses. Client agrees to pay the Fees set forth in each Work Order within 15 days after receipt of such invoice, and shall be
in breach of this Agreement if any payment delinquent. In the event of such breach, in addition to all other remedies available to
Photographer, Photographer shall have the right terminate the applicable Work Order, and all rights granted therein shall revert
immediately to Photographer. The anticipated costs of materials for each Work shall be set forth in each Work Order. Late
payments shall bear interest at the lesser of 1.5% per month or the legal rate per annum.
6. Ownership. Upon receipt by Photographer of full and complete payment from Client of all applicable fees set forth in the applicable
Work Order, Client shall own such rights in the deliverable delivered to Client by Photographer as expressly set forth in each
applicable Work Order, and only those deliverables specifically chosen by Client and not all images prepared. Photographer shall
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retain all rights not granted to Client in each Work Order. Photographer shall retain ownership all preliminary concepts, drawings,
artwork, specifications, and other visual presentation materials created under any Work Order provided such elements are not
included in the final Work as accepted for development and/or implementation by Client. Photographer may use photographs or
samples of any Work for the purpose of demonstrating and advertising the nature and quality of the Photographer services
internally and to third parties. Again, Client’s ownership interests pursuant to this Agreement and the applicable Work Orders
shall not vest until full payment due is received by Photographer.
7. Standard Terms.
a. Term. This Agreement shall commence upon the Effective Date and continue until the end date set forth on the last Work
Order to be completed hereunder, unless earlier terminated by either of the parties.
b. Termination.
i. Prior to completion of any applicable Work Order, Client may terminate this Agreement and any open (i.e. not
completed) Work Order, effective five days after sending written notice of termination to Photographer. Upon
receipt of termination notice, Photographer will cease work on all open Work Orders, and within 30 days
thereafter invoice Client for (1) all outstanding expenses, including also fixed costs for materials, studio and/or any
third party contractual payments due and directly related to the applicable open Work Order(s); (2) payment up to
the next deliverable in each open Work Order. Upon full payment of the foregoing invoices, Client shall own such
rights in the deliverables as set forth in the applicable open Work Orders.
ii. Photographer may terminate this Agreement or any open Work Order effectively immediately upon sending notice
to Client, provided that upon such termination Photographer will cease work on all open Work Orders. In the event
that Photographer offers and Client desires to purchase the works created up to the date of termination with
respect to open work orders, then Photographer shall deliver such work, and within 30 days thereafter invoice
Client for (1) all outstanding expenses, including also fixed costs for materials, studio and/or any third party
contractual payments due and directly related to the applicable open Work Order(s); (2) payment up to the next
deliverable in each open Work Order. In the event that Client does not desire to purchase the works in progress in
connection with any and all open Work Orders, then Photographer will repay any advance payments received from
Client in connection with the applicable open Work Orders.
c. Representations and Warranties. Each party represents and warrants that it has the legal authority and the capacity to
enter into this Agreement and each Work Order and to perform all of its obligations hereunder. Client represents and
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warrants that to the extent it makes use of the Work(s) hereunder, it will do so in compliance with applicable laws and
regulations.
d. Disclaimer of Warranties. Photographer agrees to perform the Services provided under this Agreement with a degree of
skill and care that is in accordance with the current, generally accepted professional practice and procedures in the
applicable industry. Photographer expressly disclaims any warranties of merchantability, fitness for a particular purpose or
non-infringement with respect to any deliverable or Work, and makes no representations regarding compliance with laws,
rules or regulations concerning the operability, suitability, of any material or product designed under this agreement.
Photographer does not warrant or represent that all third party consents or approvals (“Clearance”) have been obtained or
will be obtained. Except as set forth in a specific Work Order, Photographer is not responsible for obtaining such Clearance.
All design, fabrication, and material recommendations are made with the understanding that Client will independently
determine their safety and suitability for Client’s purposes.
e. Indemnification. Client shall indemnify and save harmless Photographer from and against any and all damages, claims, and
expenses (including reasonable attorney fees and expenses) asserted against or incurred by Photographer, arising from a
breach of Client’s representations and warranties hereunder.
f. Limitation on Liability. Neither party shall be liable for indirect, special, punitive or consequential damages arising from
this Agreement, even if such party has been notified of the possibility of such damages. The liability of Photographer
hereunder shall be limited to the amount actually paid to Photographer by Client pursuant to the specific Work Order at
issue in any dispute between the parties, excluding reimbursement for expenses and/or materials.
g. Confidentiality. Each party acknowledges that information provided by either party in connection with this agreement
may contain confidential and proprietary data, disclosure of such information may be damaging to the disclosing party.
During the performance of services under this Agreement it may be necessary for either party to inform the other as to the
confidentiality of any material being provided. All confidential material should be protected from disclosure to anyone
other than the directors, officers and employees and sub-contractors of the receiving party who have need to have access to
such Information to perform obligations under this agreement. Where appropriate, sub-contractors will be required to
undertake non-disclosure agreements, prior to having access to such confidential information.
h. Relationship of Parties. The parties are independent and no party is the agent, joint venturer or partner of the other and,
except as expressly provided herein, a party will not be obligated by any agreements, representations or warranties made
by the other party to any person, nor with respect to any other action of the other party, nor will a party be obligated for
any damages to any person whether caused by the other party’s action, failure to act, negligence, or willful conduct.
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i. Entire Agreement. This Agreement, and any executed Work Orders contain the sole and entire agreement between the
parties and any modifications must be in writing and signed by each party.
j. Assignment/Successors. Neither party may assign this Agreement without the prior written consent of the other. This
Agreement will be binding upon and will inure to the benefit of the parties, their respective successors, and legal
representatives and permitted assigns.
k. Notice. Whenever notice is required under this Agreement, the same will be in writing and delivered personally or mailed
to the party involved by registered mail, postage prepaid, to the parties respective address as set forth herein, or to such
other address as either party hereto will direct. If notice is mailed as aforesaid, it will be deemed received on the 5th
business day following mailing.
l. If any term or provision of this Agreement, or any Work Order, is held invalid or unenforceable for any reason, the
remainder of the provisions of this Agreement and/or Work Order will continue in full force and effect.
m. Governing Law and Jurisdiction and Dispute Resolution. This Agreement is governed and interpreted in accordance with
the laws of the United States of America and the State of California. The parties agree to submit any dispute arising
hereunder that is over $5,000 shall be submitted to a court of competent jurisdiction under California Law. Dispute
resolution hereunder shall take place in the in the County of Los Angeles, State of California.
Photographer CLIENT NAME:
______________________ ______________________
Name: Name:
Title: Title:
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WORK ORDER
This Work Order is entered into by and between Photographer and _______________ (“Client”) and is incorporated into the Photographer
Design Services Agreement dated as of ____________ (“Agreement”), which is hereby ratified and affirmed.
Work:
Specifications: [Describe the project with as much detail as you have]
Schedule for Delivery: [Identify each stage and when you will deliver it to them]
Fee: A Total of ________________, payable as follows:
Upon Execution of this Work Order: _____________ (This should be about 25% of the total)
Upon Delivery of First Phase: [i.e. concept drawings] (Break up the remaining amount, so that there is less due each time, because at any
point if they terminate or stop paying they can use your concepts without you more and more.)
Upon Delivery of Prototype [i.e. costume mock up, etc.]
Client agrees to promptly review each deliverable and provide any relevant feedback or requests for changes within ten business days.
Any request for material changes that alter the Specifications set forth above will cause a delay in the Schedule for Delivery and additional
time and materials will be charged to Client at the hourly rate of ____ per hour, and the actual costs of materials plus 15% for procurement
and overhead costs associated therewith.
Acceptance. The signature of Client’s Representative on such approval notice shall be conclusive as to the approval of the applicable
deliverable. Client’s Representative for this Work Order is ______________________.
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Samples. Client shall provide Photographer with at least ___ samples of each Work as implemented by Client (also, the “Work”), at no cost
to Photographer. Photographer shall be entitled to purchase additional samples of the Work at Client’s cost plus shipping costs, if any.
Turnaround. In the event Client fails to produce and/or implement the Work within two years after delivery thereof, all rights granted to
Client with respect to such Work herein shall revert to Photographer.
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LAW AND BUSINESS FOR ARTISTS AND DESIGNERS: FINAL EXAM --2019
INSTRUCTIONS: CHOOSE THE BEST ANSWER FROM EACH CHOICE
1. In order for a contract to be valid there must be:

a. Offer, Acceptance and Exchange of Value
b. Offer, Acceptance and Performance
c. Deal Memo and Contract
2. You may revoke a contract offer so long as the contract offer is:
a. Not in writing
b. Legal and valid.
c. Not yet accepted by the other party.
3. Contract Reliance is when:
a. The contract is in writing signed by both parties and one of the parties performs and the other party does not perform its
obligations.
b. One of the parties acts and gives up something of value, based upon the promise of the other, even though the contract isn’t
in writing,
c. Someone shows up in person or otherwise takes an action to show he or she accepts the contract offer.
4. Which one of these would not make a contract invalid:
a. Fraud/misrepresentation
b. Contract that takes more than one year and is not in writing
c. Illegal
d. Oral offer never put into writing
5. If a contract does not specify whether it is exclusive or not, then it will be deemed exclusive. True or False?
6. A contract offer must have enough detail for the parties to know who, where and when. What is the other necessary item to make
a contract offer valid?
a. How much money will be exchanged.

b. Who will own the rights in the final product
c. What value each side will get from the deal.
d. How the other party may accept the offer.
7. 1. A person who brings a claim is a: Plaintiff or a Defendant?

8. A person sued is called a Plaintiff or Defendant?
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9. The highest amount of money you can sue in Small Claims court:
10. If you have a case for over $50,000 and it involves suing someone else in California, what State Court would you file it in?
11. The highest level in State Court is the _____ Court.
12. Can you bring a case directly to that Court?
13. If a case is brought in Federal Court, it is generally first brought in the ______ Court.
14. The Appeals Court in Federal Court is called the ____Court. The Highest Court in Federal Court is called the ______ Court.
15. What © label should you put on each of your creative works? ________
16. What are statutory damages and when can you get them in a Copyright Case?
17. If someone breaches a contract with you, what can you get from them? (Hint: you might get more than just money)
18. In a licensing contract, what do we mean by distribution channel?
19. Is an employee manual usually enforceable against you if you never signed a contract with the company you are working for? (In
other words, do you need to read it and know about it?)
20. Do you own the copyright in works you create even if you don’t register the copyright?
21. What does it mean to rescind a contact?
22. Do I have an expectation of privacy when I participate in a public demonstration? Can you take my picture at a public
demonstration without my consent?
23. Can I use trademarks in an advertisement as long as I am comparing the products to comment on them?
24. Once a celebrity dies, can you use her picture on greeting cards and postcards and such?
25. Why might you form an LLC instead of a legal partnership?
26. Do you need to get the federal trademark in order to use the corporate name?
27. If you gave a client exclusive worldwide rights to use your work on apparel, can you license the rights to someone else for online
sales of apparel?
28. What are three types of contracts that must be in writing to be enforceable?
29. How long does copyright last for a company?
30. If an employee creates the work, who own the copyright?
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31. When do your copyrights begin if you create an original work that is subject to copyright protection?
32. Are colors protected by copyright?
33. Are titles protected by copyright?.
34. Are websites protected by copyright?
35. Give two examples of a derivative work.
36. Why register a copyright?
37. Do you have to make money on someone else’s work for it to be an infringement? N
38. What are statutory damages, and how would you get them in a copyright case?
39. What does legal “publication” mean in the context of copyright?
40. Why would parody be a kind of fair use?
41. Name four types of trademark (HINT, one of them is a logo).
42. How long does a Federal TM last?
43. Can you get statutory damages in a TM case? How?
44. Where would you first check to see if a TM was registered?.
45. When/why would you only register a TM in California, for example?
46. What happens if you fail to police and monitor use of the your trademark?
47. What is an example of a descriptive trademark?
48. are the two types of patent we are concerned with?
49. Give an example of “consideration” in a contract? (HINT: consideration is the same as value)
50. How is a “contest” a contract offer?
51. What is a royalty payment based upon?
52. What is an audit right in a contract?
53. What is venue? What venue should you try to get?
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54. What is jurisdiction? What jurisdiction should you try to get, and what compromise should you try for if you can’t get your first
choice?
55. Name three places you should check before you choose a business name.

Overview Summaries For Law and Business For Artists and Designers

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OVERVIEWS: LAW FOR ARTISTS AND DESIGNERS

LAW FOR ARTISTS AND DESIGNERS: OVERVIEW MATERIALS

1. Government Structures & Laws

3. The Constitution can only be altered by a super majority in Congress.

4. Laws and regulations are created by Congress.

I. THE THREE BRANCHES FEDERAL LAW: See

II. JUDICIARY/ CASE LAW

A. Structure of Federal Courts

 District Court for Criminal and Civil Cases: 1 Judge

G. Two Types of Court: Civil and Criminal

Contracts Overview Text:

There has to be clarity too!

The who was clear: you and Meryl.

Here’s another example:

CONTRACT COMMENTARY: SECTION 2

Invalid Offers –Round one

CONTRACT COMMENTARY PART 3

 Clearly violate the law

DESIGN SERVICES AGREEMENT

AGREED TO AND ACCEPTED BY:

LOCATION OF WORK (IF APPLICABLE)

SPECIFICATIONS FOR DELIVERABLE

DELIVERY SCHEDULE AND DESCRIPTION OF PHASES

USE RIGHTS TO CLIENT:

CREDITS/ IF ANY TO DESIGNER

SAMPLES FOR DESIGNER

WILL DESIGNER CONSULT ON FABRICATION, INSTALLATION, PRODUCTION:

AGREED TO AND ACCEPTED BY:

LICENSE AGREEMENTS OVERVIEW

1. Parties: List licensor, licensee and any sub-licensees

2. Property: List the specific elements of the property

4. Sublicensing Issues: Specify whether or not licensee can sub-license.

12. Effect of Termination:

b. Destroy plates/molds, etc.

14. Representations and Warranties: Specify:

16. Limitation on Liability:

18. Insurance: Licensee should have so that the indemnity is meaningful.

19. Jurisdiction and Venue, Arbitration:

22. Other Boiler Plate

Types of Business Organization

Introduction - Forms Of Business Organization

UNITED STATES COPYRIGHT LAW OVERVIEW

1. Why have a Copyright law?

4. What can be protected by copyright and what can’t?

5. What is the difference between common law and statutory copyright?

7. Who owns works of joint authorship?

8. How long does copyright last: life plus 70 years.

9. What does it mean if something is in the “public domain”?

10. What is copyright infringement?

12. What are “moral rights” or “droit morale”?

13. How do you register for copyright protection?

14. What is a work for hire?

15. What is a copyright assignment?

16. What’s the difference between a license and a purchase?

 Copyright owner retains rights in a license that are transferred in a sale.

17. How do you purchase or sell copyrighted material?

 However, a series of four criteria is applied to those types of uses:

OVERVIEW OF COPYRIGHT ISSUES FOR MUSIC

The Elements of Music Copyrights

Who Owns the Rights

Types of Licenses. To obtain a license to:

 Released to the public via audio

Master Use License: Artists record company.

Signed:__ Date: _