Contract Terminology

Brief

A contract brief is simply a summary of key portions of a contract. The purpose of a "contract brief" is to ensure that contractors fully understand the terms and conditions agreed to by the parties of the contract.

Deliverables

A deliverable is a tangible or intangible good or service produced as a result of a project that is intended to be delivered to a customer. A deliverable could be a report, a document, a software product, a server upgrade or any other building block of an overall project.

“Entire Agreement” and Modification

Also known as an integration clause or merger clause, an entire agreement clause declares that the contract represents the complete and final agreement, thereby protecting the contracting parties. In other words, the contract supersedes any prior agreements the contracting parties might have made with regard to the subject of the contract.

Fee

A payment made to a professional person or to a professional or public body in exchange for advice or services.

Force Majeure

Standard clause found in construction and supply contracts, it exempts the contracting parties from fulfilling their contractual obligations for causes that could not be anticipated and/or are beyond their control. French for, superior force. Also called irresistible force, Act of God.

Terms

A contractual term is "Any provision forming part of a contract". Each term gives rise to a contractual obligation, breach of which can give rise to litigation. Not all terms are stated expressly and some terms carry less legal gravity as they are peripheral to the objectives of the contract.

Confidentiality

Confidentiality involves a set of rules or a promise usually executed through confidentiality agreements that limits access or places restrictions on certain types of information. With regards to clients or private entities, Confidentiality can take the shape of a Non Disclosure Agreement, or just an arrangement to not discuss any trade secrets or other privileged information.

Invalidity

A note outlining the rules that may make a contract void or unenforceable, on grounds such as illegality or public policy (ex turpi causa), or voidable for duress or undue influence.

Indemnification

Indemnity is a contractual obligation of one party to compensate the loss occurred to the other party due to the act of the indemnitor or any other party. The duty to indemnify is usually, but not always, coextensive with a the contractual duty to "hold harmless" or "save harmless"

License

As the owner of your creative work, you may choose to license or The license must specify the term and territory.

Once the license is in place, any action by the licensee that does not conform to the license is considered infringement, and the licensee is subject to legal action.

Licenses are often granted for specific periods and within geographical boundaries. Licensing limits where your property may be exploited and allows you to control or limit dilution of value of your work

See info about Work-For-Hire contracts.

Representations, Warranties and Covenants.

Often grouped under one heading the key difference among these words is temporal – past and present for representations; past, present, but mainly future for warranties; and mainly future for covenants. a Representation is a statement of fact or circumstance in the past until the present, a warranty is a statement and a promise of a set of conditions in the present and going forward and a covenant is a promise of action in the future.

Typically upon a breach of a covenant or breach of warranty, the contract remains binding and damages only are recoverable for the breach; whereas upon a false representation, the defrauded party may elect to void the entire contract.

In Witness Wherof / Signatures

Written to show that someone has certified a legal document with their signature. The contract not considered fully executed and enforcable unless both agreeing parties have fulfilled their signatures.

Insurance Terminology

Errors and Omissions Policy

If your client sues you for incomplete services or breach of contract, this type of insurance is essential for protecting yourself when the client claims you failed to document something that can and will only happen once. For an insurance that can cover your butt when you need to finance the full re-shoot that is called ______ insurance. This coverage focuses on the failure to perform, financial loss and error or omission of the products or services sold

Liability insurance

If you break something on location, or a wedding guest trips over a light stand that you brought to an event, or if you are shooting in an office building with restrictive rules you will need liability insurance to cover you from damages. Its not uncommon for event venues to ask for at least 1 Million dollars in coverage sometimes more. A policy like this can be arranged on a case by case basis, or on an ongoing basis.

Production Insurance and Workers Comp

If your shoots are big enough that you are hiring contractors, or employees (know the difference!) you should consider having a policy that covers the actions of these individuals. If your PA bumps into an expensive vase at the mansion you are shooting in, your production will be held liable! Make sure you are covered for the actions of your hires.

Replacement cost value VS Cash Value Policy

Replacement cost value policy pays out more, but it also costs more than a cash value policy.

Theft or Loss

Self explanatory, even the most cautious, best prepared professional can lose equipment or have their car broken into. Don’t skip on this essential policy, and make sure your equipment schedule (list of gear) is up to date with serial numbers is updated on a regular basis. Often providers will offer different coverage for general items in your studio and office, and and specific items that come with you to shoots.