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Along with voice over clients sometimes comes voice over contracts: talent release forms, work for hire agreements, NDAs (Non Disclosure Agreements), and more.
Yet while contracts provide safer working relationships with your clients, legalese is not fun.
So to make life easier for you, Rob Sciglimpaglia and Edge Studio present The Voice Over Legal Help Center
Need personalized help? Edge Studio strongly encourages you to call Rob Sciglimpaglia . Half lawyer, half voice actor, there's no one more appropriate to call.
Acceptance: Agreeing verbally or in writing to the terms of a contract, which is one of the requirements to show there was a contract (an offer and an acceptance of that offer). A written offer can be accepted only in writing. Law.com
AFTRA - One of the Performer's Unions that covers Voice Over work. Stands for American Federation of Television and Radio Artists. Generally covers TV shows produced on video, and radio, among other areas.
Arbitration Clause: A clause in a contract where the parties agree that any disputes will be decided by independent arbitrators and not in Court.
Breach of Contract: Failing to perform any term of a contract, written or oral, without a legitimate legal excuse. This may include not completing a job, not paying in full or on time, failure to deliver all the goods, substituting inferior or significantly different goods, not providing a bond when required, being late without excuse, or any act which shows the party will not complete the work ("anticipatory breach"). Law.com.
Buy Out: A one-time payment to a voice over artist for their work, allowing whoever hired the talent to use the work forever and for purpose. Usually associated with non-union contracts where residuals are not paid.
Choice of Law Clause: A clause in a contract identifying which State's or Country's laws will apply to resolve any disputes arising under the Contract.
Confidentiality: A clause usually found in tv or radio contracts, but could be in any contract, where the talent agrees not to disclose to any third party and trade secrets or confidential information learned about the project while recording it. This agreement usually lasts until given written permission to disclose the information by the client, or until the piece is released to the general public or is broadcast.
Conflicts/Exclusivity: A clause usually found in a contract for an advertisement that restricts the type of job that a talent could accept which competes with the product being advertised. For example, a talent recording a commercial for Coca-Cola may be restricted from recording a commercial for Pepsi.
Consideration: A vital element in the law of contracts, consideration is a benefit that must be bargained for between the parties, and is the essential reason for a party entering into a contract. Consideration must be of value (at least to the parties), and is exchanged for the performance or promise of performance by the other party (such performance itself is consideration). Law.com
Contract: A Legally binding agreement between at least 2 parties. Can either be oral or in writing.
Copyright: Copyright is a form of protection provided by the laws of the United States (title 17, U. S. Code) to the authors of "original works of authorship," including literary, dramatic, musical, artistic, and certain other intellectual works. This protection is available to both published and unpublished works. (Note: Each country has it's own version of Copyright Law). US Copyright Office.
Counter Offer: An offer made in response to a previous offer by the other party during negotiations for a final contract. Making a counter offer automatically rejects the prior offer, and requires an acceptance under the terms of the counter offer or there is no contract. Law.com.
Employee: A person who is hired for a wage, salary, fee or payment to perform work for an employer. In agency law the employee is called an agent and the employer is called the principal. This is important to determine if one is acting as employee when injured (for worker's compensation) or when he/she causes damage to another, thereby making the employer liable for damages to the injured party. Law.com
Force majeure: (French for "superior force"), is a common clause in contracts which essentially frees both parties from liability or obligation when an extraordinary event or circumstance beyond the control of the parties, such as a war, strike, riot, crime, or an event described by the legal term "act of God" (e.g., flooding, earthquake, volcanic eruption), prevents one or both parties from fulfilling their obligations under the contract. Wikipedia.org
Hold Harmless: A promise to pay any costs or claims which may result from an agreement. In voice over, hold harmless clauses are sometimes used to ensure a talent has full rights to a work, or to ensure a producer assumes the risks associated with an advertisement, i.e., for asking a talent to perform a celebrity impersonation.
Independent Contractor: A person or business which performs services for another person or entity under a contract between them, with the terms spelled out such as duties, pay, the amount and type of work and other matters. An independent contractor is distinguished from an employee, who works regularly for an employer. The exact nature of the independent contractor's relationship with the party hiring him/her/it has become vital since an independent contractor pays his/her/its own Social Security, income taxes without payroll deduction, has no retirement or health plan rights, and often is not entitled to worker's compensation coverage. Public agencies, particularly the Internal Revenue Service, look hard at independent contractor agreements when it appears the contractor is much like an employee. An independent contractor must be able to determine when and where work is performed, be able to work for others, provide own equipment and other factors that are indicative of true independence. Law.com.
Infringement of Intellectual Property: In the law of patents (protected inventions), trademarks (protected phrases or logos) and copyrights (protected writings or graphics), the improper use of a patent, writing, graphic or trademark without permission, without notice, and especially without contracting for payment of a royalty. Even though the infringement may be accidental (an inventor thinks he is the first to develop the widget although someone else has a patent), the party infringing is responsible to pay the original patent or copyright owner substantial damages, which can be the normal royalty or as much as the infringers' accumulated gross profits. Law.com.
Intellectual Property: Intellectual property (IP) refers to creations of the mind: inventions, literary and artistic works, and symbols, names, images, and designs used in commerce. World Intellectual Property Organization. www.Wipo.int.
Jurisdiction: The authority given by law to a court to try cases and rule on legal matters within a particular geographic area and/or over certain types of legal cases. It is vital to determine before a lawsuit is filed which court has jurisdiction. State courts have jurisdiction over matters within that state, and different levels of courts have jurisdiction over lawsuits involving different amounts of money. (Law.com). In voice over contracts it is important to add a clause in the contract to allow the Courts of a particular State to retain jurisdiction over the action, preferably in favor of where the Voice Talent is located, so the talent will not have to go to the Court where the Producer is located to sue to recover for monies owed under the Contract, or to resolve other disputes that arise under the contract.
License agreement: Defines the terms under which a resource or property such as, patents, trademarks, and copyrights are licensed by one party to another, either without restriction or subject to a limitation on term, business or geographic territory, type of product, etc. License agreements define how a party can use a patent, trademark or copyright and establishes the amount of royalties to be paid for such use. Wikipedia.org
Liquidated damages: An amount of money agreed upon by both parties to a contract which one will pay to the other upon breaching (breaking or backing out of) the agreement or if a lawsuit arises due to the breach. Law.com
Media: In voice over this refers to where a spot or the talent's work will be released or air. It could include TV, Radio, the internet, etc, and should be spelled out in the contract.
Meeting of the Minds: When two parties to an agreement (contract) both have the same understanding of the terms of the agreement. Such mutual comprehension is essential to a valid contract. It is provable by the express provisions of a written contract, without reference to any statements or hidden thoughts outside the writing (which is referred to as "Parole Evidence"). Law.com
Net 30: A form of trade credit which specifies that the net amount (the total outstanding on the invoice) is expected to be payment received in full 30 days after the goods are dispatched by the seller, or 30 days after the service is completed. Net 30 terms are often coupled with a credit for early payment; e.g. the notation "2% 10, net 30" indicates that a 2% discount can be taken by the buyer only if payment is received in full within 10 days of the dispatch of the goods, and that full payment is expected within 30 days. For example, if "$1000 2/10 net 30" is written on a bill, the buyer can take a 2% discount ($1000 x .02 = $20) and make a payment of $980 within 10 days. Wikipedia.org.
Non-Disclosure Agreement (NDA): Also known as a confidentiality agreement, confidential disclosure agreement (CDA), proprietary information agreement (PIA), or secrecy agreement, is a legal contract between at least two parties that outlines confidential material, knowledge, or information that the parties wish to share with one another for certain purposes, but wish to restrict access to by third parties. It is a contract through which the parties agree not to disclose information covered by the agreement. An NDA creates a confidential relationship between the parties to protect any type of confidential and proprietary information or trade secrets. As such, an NDA protects non-public business information. Wikipedia.org
Offer: A specific proposal to enter into an agreement with another. An offer is essential to the formation of an enforceable contract. An offer and acceptance of the offer creates the contract. Law.com.
Quantum Meruit: Latin for "as much as he deserved," the actual value of services performed. Quantum meruit determines the amount to be paid for services when no contract exists or when there is doubt as to the amount due for the work performed but done under circumstances when payment could be expected. This may include a physician's emergency aid, legal work when there was no contract, or evaluating the amount due when outside forces cause a job to be terminated unexpectedly. If a person sues for payment for services in such circumstances the judge or jury will calculate the amount due based on time and usual rate of pay or the customary charge, based on quantum meruit by implying a contract existed. Law.com
Residual Payment: Is a payment made to the creator of performance art (or the performer in the work) for subsequent showings or screenings of the (usually filmed) work. A typical use is in the payment of residuals for television reruns. Residual Payments are most often associated with Union Agreements, and compensate the performer for usage of the material. Wikipedia.org
Royalties: Are usage-based payments made by one party (the "licensee") to another (the "licensor") for ongoing use of an asset, sometimes an intellectual property (IP) right. Royalties are typically a percentage of gross or net sales derived from use of an asset or a fixed price per unit sold of an item. Wikipedia.org.
SAG: One of the Performer's Unions that covers Voice Over work. Stands for Screen Actors Guild. Generally covers works produced, or traditionally produced on film.
Service Mark: A service mark is the same as a trademark, except that it identifies and distinguishes the source of a service rather than a product. The terms "trademark" and "mark" are used to refer to both trademarks and service marks. US Patent and Trademark Office. Uspto.gov
Session Fee: The amount of money paid to the talent for recording a voice over session in a studio, which is usually paid by the hour, to reimburse for the talent's time.
Specific Performance: The right of a party to a contract to demand that the defendant (the party who it is claimed breached the contract) be ordered in the judgment to perform the contract. Specific performance may be ordered instead of (or in addition to) a judgment for money if the contract can still be performed and money cannot sufficiently reward the plaintiff. Example: when a defendant was to deliver some unique item such as an art- work and did not, a judge may order the defendant to actually deliver the artwork. Law.com
Statutory Damages: Are pre-established damages for cases where calculating a correct sum is deemed difficult. In intellectual property cases (relating to copyright or trademark, for instance), it is often difficult for plaintiffs to determine the exact volume of infringement. Thus, statutory damages are often calculated as a multiple of the price for the use of the infringed right. These damages can amount to up to $150,000 for a single wilful infringement. Wikipedia.org
Talent Release Form: A standard form that a producer or client will request that the performer (talent) sign to authorize the use of their name and/or likeness in a final production that will be released to the general public.
Time is of the Essence: A phrase often used in contracts which in effect says: the specified time and dates in this agreement are vital and thus mandatory, and "we mean it." Therefore any delay-reasonable or not, slight or not-will be grounds for canceling the agreement.. Law.com
Term: In voice over contractual language, this usually refers to the length of time a commercial or other voice over recording may be used, ie, 1 month, 1 year, 1 year with a 1 year option to renew, or in perpetuity.
Territory: In voice over contractual language, this refers to the geographical area where a commercial or other voice over recording may be broadcast or distributed, i.e., locally, regionally, nationally, worldwide.
Trademark: Is a word, phrase, symbol or design, or a combination of words, phrases, symbols or designs, that identifies and distinguishes the source of the goods of one party from those of others. www.uspto.gov
Unjust Enrichment: A benefit by chance, mistake or another's misfortune for which the one enriched has not paid or worked and morally and ethically should not keep. If the money or property received rightly should have been delivered or belonged to another, then the party enriched must make restitution to the rightful owner. Usually a court will order such restitution if a lawsuit is brought by the party who should have the money or property. Law.com
Usage Fee: The amount paid to a voice talent as compensation for using the talent's work. The session fee ordinarily reimburses a talent for their time, the usage fee reimburses for broadcasting of the work. Usually paid in Non-Union contracts as residuals are paid in Union contracts.
Work for Hire/Work Made for Hire: Is an exception to the general rule that the person who actually creates a work is the legally-recognized author of that work. According to copyright law in the United States and certain other copyright jurisdictions, if a work is "made for hire", the employer-not the employee-is considered the legal author. In some countries, this is known as corporate authorship. Wikipedia.org
This is a general, all inclusive form that does not apply to all circumstances and is being provided for informational purposes only. It is not intended to create an attorney/client relationship, and should NOT be relied on unless reviewed by an attorney versed in voice over law in accordance with State Law, and under the specific instances for which it is being used.
AGREEMENT TO PROVIDE VOICE OVER SERVICES
Between ___________________ of (address) (TALENT) and_______________________ of (address) (CLIENT/PRODUCER.)
SCOPE OF AGREEMENT:
Voiceover project shall be recorded in the English language* by Talent and shall include only voice over performance services and shall not include any other services such as copywriting, production, adding underlying “tracks” such as music beds, “foley” sounds or sound effects, translations, rewriting of copy, etc. The only services that shall be provided under this Agreement are that Talent shall perform the script or copy exactly as provided by Client at a production facility supplied by Talent and shall provide “broadcast quality” digital files of the performance to Client in accordance with this Agreement.
SCOPE OF USAGE OF DIGITAL FILES
The final digital files as delivered by Talent under this agreement are intended to be used for a Broadcast/NonBroadcast Production.
If Broadcast, it is intended to be broadcast on Television/Radio for a 13 week/1 year/Other Broadcast cycle.
If Non-Broadcast, the digital files are intended to be used for
Narration/Telephony/Internet/Podcasting/New Media/Gaming/Industrial Video/Other___________________
agrees to compensate the talent at the rate of ___________________________________
All per page projects will be quoted using Microsoft Word documents, in 12 point Helvetica font size. Margins will be 1.25 left, 1.25 right with 1 inch margins on the top and bottom of the page. If scripts are sent in other formats, they will be converted to these specifications for price quotes.
Payment will be made by PayPal/Credit Card/Check/Wire Transfer/Other______
Digital files will be submitted to client upon receipt of full payment hereunder and shall be delivered via method described below. Should payment not be received by Talent within 30 days of the date of delivery of the files as per above, Talent shall have the option of charging interest at 12% per annum (1% per month) on the full balance due.
RECORDING SESSION AND SCOPE OF DELIVERY OF DIGITAL FILES:
Session will be SUPERVISED by the client and shall be conducted using:
ISDN/Source Connect/Phone Patch/Other. Talent agrees to pay the costs associated with Phone Patch, but for ISDN or Source Connect, Client shall reimburse talent for those costs, or shall provide a recording facility to talent that provides those services.
Session will be UNSUPERVISED and recordings will be sent to Client via: email/YouSendit or similar service/FTP/Compact Disc/Flash Drive/Other
It is Client’s responsibility herein to provide Talent the proper information of delivery of the digital files in a timely manner. For FTP username and password must be provided, for email or YouSendit or similar service, a proper email address must be provided, or postal address must be provided for hard copy delivery such as Compact Disc or Flash Drive. Should Client request delivery of files by Flash Drive, Client agrees to reimburse client for the actual cost of the flash drive. Should Client request hard copies of files, they shall be sent via US Postal Service, unless express delivery service, ie FedEx, UPS, is requested by Client, in which case Client shall provide their express carrier account number or shall reimburse Talent for the cost of express delivery services. Talent agrees to forward such files where a signature is required, unless otherwise instructed by Client, and it will be Client’s responsibility to arrange for delivery of the hard copies of the files.
The Digital Files hereunder shall be delivered in mp3/wav/aiff/other _____ Digital Format.
Voiceover DIGITAL FILES to be delivered by ______________________________________, time not being of the essence.
For Supervised sessions, once recording is completed by Talent, payment in full is due and if any revisions to the script are made, or re-reads are requested of Talent, Talent shall be entitled to an amount equal to the amount paid under this contract for such revisions or re-do, unless Client and Talent agree on a different rate. For Unsupervised Sessions, upon request of the Client, talent will send a sample mp3 via email or ftp for approval by Client. Upon approval by Client, Talent will deliver the files as per above upon receipt of final payment. Any revision requests made at that point shall be paid at the same rate of this Contract unless Client and Talent agree on a different rate. For unsupervised sessions, if re reads are necessary through the fault of Talent, Talent agrees to re-record such portions of the script where errors were made at no charge to Client.
CONFIDENTIALITY AND “WORK MADE FOR HIRE”
Talent will not disclose to any party any trade secrets or confidential information of Client, including, without limitation, (a) any information concerning any of the products or services of Sponsor that has not been disclosed to the general public with Client’s authorization, (b) the contents, nature or direction of any advertising campaigns, storyboards, copy, commercials or other materials produced hereunder until the applicable commercial or other material airs or otherwise publicly appears with Client’s authorization, (c) your relationship with Client until such relationship has been publicly disclosed with Client’s authorization and (d) any of the terms of this Agreement.
Upon receipt of final payment as stated above, Talent acknowledges that he/she has no right or interest in any copyright to the work or voice recordings, or other materials resulting from the services performed under this contract. Talent acknowledges that their work was a “Work for Hire” as defined by the United States Copyright Laws. Talent acknowledges that all copyrights and rights to exploit, use or reproduce this work now or in the future shall be the intellectual property of the Client, and Talent shall sign any documentation that may be required in the future to assign such copyrights to the Client. However, should Client breach any of it’s obligations under this agreement, including non payment, Talent shall have hold the copyright to the sound recordings produced by Talent under this Agreement until such time as payment, including interest if applicable, has been received in full.
TALENT’S RIGHT TO CONTRACT:
Talent hereby warrants and represents to Client/Producer that Talent has the full right and authority to enter into this Agreement with respect to his/her services; that Talent has not limited, by agreement with others, his/her right to perform services hereunder; that in the making or performance of this Agreement, Talent will not knowingly violate any laws, orders or regulations, or the rights, legal or equitable, of anyone; and that Talent has the full ability and right to do any and all things called for by this Agreement. Talent warrants s/he is of legal age to enter into contracts, or that s/he shall have a parent or legal guardian sign this Agreement where indicated below with the understanding that all terms herein shall be binding upon Talent and the parent or legal guardian who signs below.
Client agrees to hold Talent harmless for any and all claims made against Talent arising out of this project, including payment of Talent’s reasonable attorney’s fees and Court costs. This shall include, but is not limited to, any lawsuits or claims against Talent as a result of libel/slander, breach of warranty, violation of publicity rights for celebrity impersonations, etc. Talent agrees to hold Producer/Client harmless for breach of any warranty as per the Paragraph herein entitled “Talent’s Right to Contract” and/or for breach of Confidentiality as per the terms of that Paragraph.
RIGHT TO COPY OF FINISHED WORK
Client agrees to furnish a copy of the finished project to Talent, and Client agrees that Talent may use all or a portion of the copy on Talent’s website or voiceover Demo, only for promotional purposes of Talent’s voice over services, subject to the Confidentiality clause above.
CHOICE OF LAW/JURISDICTION:
This agreement and its performance shall be governed by the laws of the state of ______________, United States of America. Any disputes under this agreement shall be resolved by the _____________ Courts, and Client hereby agrees that this Contract was entered into in the State of __________________ and thus agrees to the jurisdiction of the _______________ Courts to resolve any disputes that arise, including non payment.
Any payments made hereunder shall be subject to any deductions required by law. This agreement contains the entire understanding between Client and Talent with respect to the subject matter hereof, may not be altered or waived except by a writing signed by both parties.