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AAD 650, Unit 2: Contracts One
Transcript of AAD 650, Unit 2: Contracts One
I. What is a contract?
II. Contracts of Adhesion and Most Favored Nations Agreements
III. How to Read a Contract
IV. Contractual Practices in the Arts and Entertainment Industry
contracts are enforceable by law
The Four Requirements for a Valid Contract
(1) a “Res” (Latin for “thing”)
(2) mutual assent
(4) a lack of defenses to the existence of a contract
A Lack of Defenses to the Existence of a Contract
Reject Danielle’s demand for $150 because he does not want to “break” most favored nations
Agree to Danielle’s terms, meaning that Carl will also now receive $150 per day.
First, to understand the purpose and general terms of the agreement;
Second, to concentrate on the specificity of and interaction of terms within the contract (often outlining the contract during this read will prove useful); and,
Third, to synthesize the terms of the agreement in order to come to a complete understanding of the contract.
Choice of Law/Governing Law Clause
Governing Law: This agreement shall be construed and enforced in accordance with the laws of the State of ____________________ applicable to agreements made and entirely to be performed in such state.
Integration: This agreement supersedes any and all prior agreements, oral or written, between the parties with regard to the subject matter hereof and constitutes the entire understanding of the parties.
Fair Meaning Clause
Fair Meaning: In case of any uncertainty regarding the language of this agreement, the language shall be construed in accordance with its fair meaning rather than interpreted against the party who caused the uncertainty to exist.
Assignment: Producer shall have the right to assign all or any part of this Agreement, provided that Producer will not be released thereby from its obligations hereunder. Designer shall have no right to assign all or any part of this Agreement, excluding only the right to receive monies pursuant to this Agreement.
Amendment: This Agreement may not be amended or modified except in writing signed by both of the parties hereto.
Waiver of Breach Clause
Waiver of Breach: No waiver by either of the parties hereto of any failure by the other party to keep or perform any covenant or condition of this Agreement shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other covenant or condition of this Agreement.
Notices: All notices hereunder shall be personally delivered or sent registered or certified mail, return receipt requested, or facsimile with a confirmation copy by mail, addressed as follows:
To Party A: [ADDRESS AND FAX]
To Party B: [ADDRESS AND FAX]
All notices so sent shall be deemed given on receipt.
Agency: All payments due Bookwriter hereunder shall be made payable to [NAME OF AGENCY], and sent to the address above, to the attention of [AGENT]. Bookwriter hereby appoints [AGENCY] (the “Agent”) as Bookwriter’s Agent and authorized representative and authorizes Agent to collect and receive all sums of money due to Bookwriter under the terms of this Agreement. Bookwriter declares that the receipt of the said Agent shall be a good and valid discharge of all persons paying such sums of money to the Bookwriter and the Bookwriter further authorizes Agent to retain ten percent (10%) of all amounts owing hereunder to Bookwriter, and authorizes and empowers Agent to act on Bookwriter’s behalf in all matters concerning this Agreement.
Arbitration. Any and all controversies arising under this Agreement or in connection with the existence, execution or validity thereof, or in connection with the right of any party to void or avoid the Agreement on any ground, or the construction, performance, operation, breach, continuance or termination of the same, shall be settled by arbitration in New York or such other place as the parties shall mutually agree, under the rules then prevailing of the American Arbitration Association, unless the parties are able to arrive at a mutually satisfactory resolution of any such controversy by agreement.
Counterparts: This Agreement may be executed in counterparts, all of which when taken together shall be deemed to be one original.
Methodology of Execution
Execution: This Agreement may be executed in counterparts which, taken together, shall constitute a fully integrated and binding contract. For the purposes of execution, a facsimile signature or a signature otherwise scanned and transmitted electronically by computer file (e.g., .PDF, .GIF, .JPEG, .TIFF, .BMP, etc.) shall be deemed as valid as an original.
(1) be unequivocal
(2) be communicated
(3) include all the terms necessary to conclude a binding agreement