Basic featured artist agreement

[ON AGENCY HEADED NOTEPAPER]

[DATE]

To: [ARTIST]
[ARTIST ADDRESS DETAILS]

Dear [ARTIST]

Featured artist agreement – TV commercial – buy-out – UK fixed period

As the appointed advertising agency for [CLIENT] ("the Client"), we [AGENCY] ("we"/"us") wish to engage you on the terms set out in this letter to appear in a commercial as part of an advertising campaign for the Client ("the Campaign"). Once you have signed and returned the enclosed copy, this letter shall constitute the agreement between us ("the Agreement").

1. You agree to:

(a) participate as required by the director in the shooting of a filmed commercial ("the Commercial") over not more than [NUMBER] shooting days ("the Shooting Days") at times specified by us in accordance with the schedule at Appendix 1 ("the Schedule");

(b) meet with the director of the TV Commercial at a mutually agreed time prior to [DATE] to discuss the shoot and (if so required) to rehearse for it;

(c) attend a wardrobe session, at a mutually agreed time prior to [DATE];

(d) attend such sound recording sessions as we believe are necessary for the Commercial, including for post-synching;

(e) make up to [NUMBER] personal appearances to promote the Campaign at such events as we specify, subject to your availability (including but not limited to launch events, TV appearances and TV and press interviews); and

(f) permit still photographs to be shot during the shooting of the Commercial and, if we so require, to attend a photo session to generate still photographs for use in connection with the Campaign (any still photographs taken under this paragraph are referred to in this Agreement as "the Stills").

2. You grant us the right to exploit (on the terms of this Agreement) your performances in the Commercial and any part, cut-down, re-edit or image from the Commercial, its soundtrack and the Stills (together "the Materials") and to use your name, voice and likeness in connection with the Campaign.

3. The "Licensed Period" is [NUMBER] months starting on the first air date of the Commercial ("the First Air Date").

4. We agree to pay you a buy-out fee of £[AMOUNT] ("the Fee") which gives us the right to exploit the Materials during the Licensed Period as set out at Appendix 2. Your travel, accommodation, subsistence and other costs incurred in providing your services under this Agreement are included within the Basic Fee and you shall have no right to claim any such expenses from us.

5. The Fee is payable in 2 equal instalments: 50% payable 21 days after satisfactory completion of shooting of the Commercial, and 50% payable 21 days after the First Air Date.

6. All payments will be made to [AGENT] ("the Agent"), whom you acknowledge has authority to give a valid receipt for all sums due to you under this Agreement.

7. You undertake to indemnify us in respect of any VAT, national insurance or other tax deduction required to be made in respect of your fees under this Agreement.

8. You agree to perform your services to the best of your skill and ability, to co-operate in good faith with us and not to unreasonably withhold or delay any consent required under this Agreement. You acknowledge the importance of arriving promptly for the shoots and abiding by the rules of any studio and production company that we use.

9. The script and your wardrobe for the shoot will be determined by us and/or the Director and you shall have no right of script or wardrobe approval.

10. We may postpone or extend all or any aspect of the Schedule if:

(a) filming or recording is delayed by reason of any cause beyond our reasonable control including but not limited to legal regulation, acts of God, weather conditions, strikes, civil disturbance, incapacity of any participant in the shoot or other matters customarily regarded as "Force Majeure", in which case such extension shall be until such time as the cause of delay has terminated; or

(b) you fail to perform or observe any material term of this Agreement which affects our ability to make the Commercial, in which case the extension shall be for a period equal to that during which you fail to perform or observe as aforesaid.

11. You warrant that you have the free and unrestricted right to enter into this Agreement and that your participation in the Campaign will not infringe the rights of any third party. You also undertake that you will not take on other commitments which will (or might) interfere with the Schedule, and that you will not grant any right to any third party which will (or might) in any way derogate from, conflict with, or damage the rights granted to us or the Client hereunder.

12. You warrant that you have never to your knowledge done or said anything disparaging about the Client or any of its products or its directors or employees, and that you have not omitted to tell us anything which might have affected materially the decision to use you in the Campaign.

13. You undertake that you will not during the Licensed Period and for [NUMBER] years thereafter make any statement or comment or do anything whatsoever, whether public or private, which might in any way be detrimental to us, the Client or any of its products or services in any circumstances.

14. You undertake that you will comply with the usual requirements necessary to enable us to effect such insurance from time to time as we may require against loss arising from your inability to perform any service hereunder. You agree you will supply all necessary documents, complete all necessary forms and submit to a medical examination if required to comply with our insurers' requirements and undertake that you will not knowingly do anything which will lead to any such insurance policy becoming void or invalid.

15. We shall own the copyright and all other intellectual property rights in the Commercial and the Stills throughout the world free and clear of any claims by you or anyone claiming through you (other than pursuant to a breach by us of this Agreement). Accordingly you hereby assign to us any copyright and other intellectual property rights in the materials which would otherwise vest in you ("the Rights"), irrevocably waive any moral rights that may vest in you under the Copyright, Designs and Patents Act 1988 and undertake to do all things necessary immediately at our request to effect or confirm any assignment under this paragraph.

16. We may (without prejudice to our accrued rights, including (but not limited to) the Rights) terminate this Agreement at any time by serving written notice on you or your Agent, taking immediate effect, if:

(a) any of your representations or warranties hereunder prove to be untrue in a material respect; or

(b) your health or any breach of this Agreement means we are unable to effect any customary insurance at normal rates; or

(c) the Client cancels the Commercial prior to the First Air Date, in which event no further fee under paragraph 5 above shall be payable, but you shall be entitled to a cancellation fee of £[AMOUNT] (subject to deduction of any fees already paid under paragraph 5).

17. You will not without our prior written permission disclose or use any confidential information provided to you during the term of this Agreement including but not limited to scripts for the Commercial and Campaign ideas. However, you shall be entitled to discuss scripts, the Commercial or Campaign ideas with other individuals involved directly in their production and the restriction in this paragraph does not apply in so far as such information is in or comes into the public domain other than through a breach of this or any other confidentiality obligation.

18. This Agreement is the entire agreement between the parties. It shall be governed by and construed in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English courts.

If the above correctly reflects your understanding of our agreement, would you please sign where indicated below.

Appendix 1
Shooting schedule

[SHOOTING SCHEDULE DETAILS]

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Appendix 2
Usage of the Materials

[This appendix should contain a table setting out the usage required in each particular territory during the Licensed Period.  If desired, certain other usages could be specified which would not be limited by time – eg use on websites, private viewings use on video releases for rental and/or retail.]

Notes:

1.        Additional drafting will be needed to cover an option or options to extend the Licensed Period or for additional types of usage not covered by the buy-out fee.

2.        Sometimes an option fee is also agreed for the shooting of further ads.

3.        Sometimes the advertiser requires exclusivity to prevent the artist from appearing in rival ads or during the same media burst.

4.        Are any specific restrictions required in relation to future actions and statements on the part of the artist – eg a requirement to use the product advertised in preference to rival products wherever practicable?

© Osborne Clarke 1999 – 2005