I recently was on a really interesting panel about collaboration at IWOSC (Independent Writers of Southern California) and some some issues came up that led me to revise my current Letter of Agreement for creative collaborators.
Special thanks to Paul Levine for making several astute points about reasons to have a written agreement and some important clauses to put in it. This sample is based on several agreements I’ve made with collaborators, some of whom are lawyers, but I am not one and it is not a fully-vetted legal document.
At least use this sample to provide talking points to discuss with your potential collaborator, but after you’ve negotiated it (the first test of your collaborative abilities!), please consider running it by a real lawyer before signing. Adapt it as necessary to your particulars, but do consider the ramifications of all these provisions.
WRITER’S COLLABORATION AGREEMENT
AGREEMENT made at Los Angeles, California, by and between [Writer #1] and [Writer #2], hereinafter sometimes referred to as the “Parties”.
The Parties hereby agree to write in collaboration a [novel/script] based on a story idea by [Writer #1], (currently entitled “[Our Thing]”), hereinafter referred to as the “Work”, and are desirous of establishing all their rights and obligations in and to said Work.
NOW, THEREFORE, in consideration of the execution of this Agreement, and the undertakings of the parties as hereinafter set forth, it is agreed as follows:
1. The parties shall collaborate in the writing of the Work and upon completion thereof shall be the joint owners of the Work (or shall own the Work in the following percentages: 50% to [Writer #1], 50% to [Writer #2]).
a) Although this is a work of joint authorship, no agreement with a third party for any sale or license of the Work shall be valid or enforceable unless both parties consent to the agreement, except as provided in Paragraph #3 and #5 below.
b) Neither party shall sell, or otherwise voluntarily dispose of the Work, or his share therein, without the written consent of the other, which consent, however shall not be unreasonably withheld.
2. The parties will jointly outline the story, write and revise the manuscript to their mutual satisfaction.
3. It is contemplated that the Project will be completed by not later than [June 15, 2015] provided, however, that failure to complete the Work by such date shall not be construed as a breach of this Agreement on the part of either party.
4. If, prior to the completion of the Work, either Party shall cease to actively contribute for more than 60 (sixty) days, voluntarily withdraw from the collaboration, or become incapacitated, then the other Party shall have the right to complete the Work alone or in conjunction with another collaborator or collaborators. In such event,
a) the percentage of ownership, as hereinbefore provided in Paragraph 1, shall be revised to reflect the percentage of the overall work completed by a Revised Agreement in writing, with mutual consent not to be unreasonably withheld and;
b) the remaining active Partner will have the right to unilaterally enter into an agreement to sell or license the Work.
5. If, prior to the completion of the Work, there shall be a dispute of any kind with respect to the Work, then the parties may terminate this Collaboration Agreement by an instrument in writing. In such event,
a) the percentage of ownership, as hereinbefore provided in paragraph 1, shall be revised to reflect the percentage of the overall work completed by a Revised Agreement in writing, with mutual consent not to be unreasonably withheld and;
b) [Writer #1] shall have the right to complete the Work alone or in conjunction with another collaborator or collaborators and to unilaterally enter into an agreement to sell or license the Work.
6. Any contract for the sale, license or any other disposition of the Work, where the Work has been completed by the Parties in accordance herewith, shall require that the Work shall be attributed and credited to the authors in the following manner:
Written by [Writer #1] & [Writer #2]
7. It is understood and agreed that for the purposes of this Agreement the Parties shall share hereunder, unless otherwise herein stated, the proceeds from the sale or any and all other disposition of the Work and the rights and licenses therein and with respect thereto. All money or other things of value derived from the sale, license or any other disposition of the Work shall be applied as follows:
a) Income shall be received by [Writer #1], who is hereby designated primary representative of the Work;
b) Mutually-agreed expenses (including publication costs if any, legal fees and commissions for representatives) shall be deducted from the gross receipts;
c) Monies shall be paid by [Writer #1] to [Writer #2] according to the provisions herein.
8. The Parties will share ownership to any sequel or derivative works based on concepts or characters contained in the Work according to the percentage ownership reflected in this Agreement or subsequent Revised Agreement.
9. The parties represent and warrant that they have the right to enter into this agreement and that their contribution to the Work shall be entirely original and not infringe on any other copyrighted material.
10. If any disputes shall arise concerning the interpretation or application of this Agreement, or the rights or liabilities of the Parties arising hereunder, such dispute shall be submitted to the Writers Guild of America, west, Inc., or mutually-agreed arbitration in accordance with the laws of the State of California and the arbitration procedures of the Guild. The determination of such arbitration as to all such matters shall be conclusive and binding upon the Parties.
DATED this ________ day of ___________________, 20_____.
______________________________________
[Writer #1]
______________________________________
[Writer #2]
