Model Agency Agreement

The contract below designs an agency relationship but does not constitute legal advice.

If you have any questions or concerns about how to use this licence, or why it might be useful for you click here to read the FAQs.

MODEL AGREEMENT FOR BUSINESS COMMONS

CREATIVE COMMONS SOUTH AFRICA IS NOT A LAW FIRM AND DOES NOT PROVIDE LEGAL SERVICES. DISTRIBUTION OF THIS MODEL AGREEMENT DOES NOT CREATE AN ATTORNEY-CLIENT RELATIONSHIP. CREATIVE COMMONS DISCLAIMS LIABILITY FOR DAMAGES RESULTING FROM USE OF THE AGREEMENT.

INSTRUCTIONS
This is a model agreement designed for creators when they are approached by agencies, publishers etc who want to make commercial use (or uses outside of the default licence) of their work. The instructions in italics do NOT form part of the agreement; they contain notes advising you on how this form should be filled (i.e. you need to delete them in your final contract). If you don’t follow the instructions and fill in all the blanks correctly the agreement may not be valid.

There are a number of choices in the agreement. You must BOTH agree on which option to use, and indicate it on this document at the time that you both sign. You can indicate which option you have agreed by circling it, or clearly showing in some other way which is the agreed option.

If you don’t do this you may not have a valid agreement at all. If you add any clauses then BOTH party’s must sign close to the clause to show that you both agreed to the addition.

This agreement is made by the following parties:

THE PARTIES

The rights holder is:

FULL NAMES:
If the rights holder is a corporation then the full names must include the statutory description of the corporation such as close corporation, or Proprietary Limited, and the registration number of the corporation is a partnership then the full names of all partners must be listed. If the rights holder is a partnership then the full names of all partners must be listed.

PHYSICAL ADRESS:

POSTAL ADRESS:

BUSINESS TELEPHONE NO.:
BUSINESS TELEFAX NO:
E-MAIL ADRESS:
WEBSITE:

The agent is
FULL NAMES:
If the agent is a corporation then the full names must include the statutory description of the corporation such as close corporation, or Proprietary Limited, and the registration number of the corporation. If the agent is a partnership then the full names of all partners must be listed.

PHYSICAL ADDRESS:

POSTAL ADDRESS:

BUSINESS TELEPHONE NO:

BUSINESS TELEFAX NO:

E-MAIL ADDRESS:

WEBSITE:

We, the rights holder and the agent agree that:

1. The rights holder holds the copyright of the original copyright works listed at the end of the agreement.

2. The works are licensed under the Creative Commons licences identified next to the title and details of each work.

3. The rights holder gives the agent an exclusive/non-exclusive licence to do the following:

Choose between the exclusive and non exclusive. Choose one or more of the listed rights.

a. Make commercial use.

b. Create derivative works.

c. Use without a share alike requirement.

The permissions listed here correspond to the categories of a) ‘non-commercial’, b) ‘derivative’ and c) ‘share alike’ used in Creative Commons licences.

4. The rights holder states that the work in question does not infringe the authors’ (moral) rights or the copyright and/or performer’s protection of another person.

5. The rights holder states that the work in question does not infringe the trademark of, or defame, or violate the personality rights of another person.

6. The author agrees to repay to the agent any damages that the agent suffers if the work does infringe the copyright, trademark or personality rights of another person.

7. The rights holder hereby authorises the person identified as the agent in this agreement to act for her as agent, which means:

the agent has legal authority:

• to enter into agreements in respect of the licensing and use of the work, and
• to calculate and collect any fees, and
• to enforce any rights or agreements, including by taking legal action.
• to enter into any agreements necessary to take actions listed here.

8. In exchange for the licence agreed in paragraph 3 the agent will pay to the rights holder an amount of:

Choose either a, b or c. You can also choose d in addition to a, b, or c. Fill in the % or fee amount.

a. ___________% of the gross licence fees earned by the work.
OR
b. ___________ % of the nett licence fees earned by the work. The nett licence fee will be calculated by apportioning a standard administrative cost percentage to each work.
OR
c. a set fee of R ___________
AND/OR
d. All other profits earned by the work.

9. The amount referred to in 8 will be calculated and become owing to the rights holder:

Choose a time period.

weekly
OR
monthly
OR
every three months
OR
every four months
OR
every six months
OR
annually.

10. Payment of the amounts referred to in 8 and 9 will be made to the rights holder:

Choose a time period.

monthly
OR
every three months
OR
every four months
OR
every six months
OR
annually

11. Payment of the amounts referred to in 8-10 will begin on ________________________________________ (day, month, year)
OR
within one week of the first payment of a fee or profit to the agent by someone else for the use or licensing of the work.

Choose when payment will begin and fill in the date if you agree on the first option.

12. If any of the following happens to the agent then the licence agreed in paragraphs 3 and the agency agreed in paragraph 7 ends immediately if the agent:

• dies;
• stops doing business for more than four months;
• become unable to pay her debts;
• becomes insolvent (bankrupt);
• is placed in temporary insolvency;
• and if the agent is a partnership, the partnership is dissolved;
• and if agent is a corporation; the corporation is liquidated or placed in temporary liquidation, under judicial management, deregistered or otherwise dissolved;

then the licence and the agency in paragraphs 3 and 7 end. The rights holder will be free to use the rights affected by those paragraphs however she wants.

The agent will have no claim against the rights holder. However all amounts which would otherwise be owed to the rights holder will continue to be owed to the rights holder.

12. Either party can give notice to the other party to end the contract. A party must give:
(choose a time period)
30
OR
60
OR
90
days notice, in writing to the
(choose a type of address)
physical address
OR
postal address
OR
e-mail address
OR
telefax address
listed by the other party in this agreement.

13. The parties can only change this agreement by writing down the changes. Both parties must sign the changes for them to be valid.

14. This agreement is under South African law and South African law controls this agreement.

Explanation of words used:

We use these words in this agreement to mean the following:

Agent: means a person who acts on behalf of another person to enter into agreements; to licence copyright works; calculate; receive and collect fees, royalties and other money owing to the person who is acted for.

Personality Rights: means all common law and statutory based rights relating to personality including privacy, data protection, medical data, and where applicable publicity.

Reserved rights refers to the exclusive reserved by the Creative Commons licences.

Rights holder: means the author of one or more of the works listed in the list of works at the end of the agreement or an authorised copyright holder who holds copyright in the work.

Share alike: a requirement in a Creative Commons licence that if someone alters, transforms, or builds upon a work then that person may distribute the resulting work only under a license identical to one under which that person obtained the work.

The agreement comes into force when both party’s show agreement with it:

Agreed by the Agent:_________________________________________________________________________________________
on the _____________________ day of ________________________________________(month and year) at _________________(city).

Agreed by the Rights Holder:_________________________________________________________________________________________
on the _____________________ day of ________________________________________(month and year) at _________________(city).

Creative Commons South Africa is not a party to this agreement and makes no warranty whatsoever in connection with the Work. Creative Commons South Africa shall not be liable to any parties to this agreement on any legal theory (INCLUDING CONTRACT, DELICT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE) OR STATUTE) for any damages whatsoever, including without limitation any general, special, incidental or consequential damages arising in connection to this agreement. The author by entering this agreement accepts these benefits and rights for and on behalf of Creative Commons South Africa.

LIST OF WORKS

No. Title of Work Detail/Location
e.g. book, MP3 clip, lyrics and music Creative Commons Licence:
e.g. by_nc_sa_za_2.5 Date of creation (day, month, year)
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20