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contract/project files

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Phillip Wnukcontract/project files
by on Dec 7, 2009 at 5:55:06 pm

can anyone provide a little insight on a situation. i produced a good number of video clips for a sales training companies website. they did not pay me in full for services rendered small remaining balance of a couple thousand dollars. they had me sign a 15 page independent contractors agreement which gave them rights to all property.

i did not hear from them as i said i would turn over the source tapes once they paid the remaining balance in full. well six months of not hearing from them i heard from their legal firm that they want me to turn over all the source files ie. final cut.

i delivered everything to them in either .flv or .mov and they confirmed receipt. i told their lawyers i would be happy to turn the stuff over once i got the remaining balance.

the only problem is that i cleared out all the final cut projects once i stopped hearing from them. so they have the finished files, i have the source tapes, and their are no project files. i do have some of the longer projects backed up on tape but only two. the other 12 nothing.

any advice on how to approach this. i would gladly turn over the source tapes upon remaining payment, but all this talk of the project files after giving them finished files is a pain.

they have been a pain since day one. big red flag when company pulls out 15 page IC agreement. what happened to the days of a handshake deal.

phil wnuk
executive producer
roark, pirsig & dobie


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Mark SuszkoRe: contract/project files
by on Dec 7, 2009 at 7:23:30 pm

If you don't have them, you don't have them. Read the document to see what penalties, if any, you are going to have to pay now.

I think most likely the project has gotten so stale at their end that your project files are not really that important to them any more, they would probably just build something new from scratch and those original tapes.

Likely you did sign away everything, especially the tapes, and trying to hold what they call a "Mechanic's Lein" on the program elements now is probably specifically prohibited in that boilerplate you signed.

Why would you sign something you didn't understand or didn't want to be bound by?


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Scott CarnegieRe: contract/project files
by on Dec 7, 2009 at 7:26:32 pm

Did the orignal contract specifically call for the project file to be handed over? If not then I don't think they have claim to it. There was a thread about this recently on this forum.

As you probably know now, keep everything...

http://www.MediaCircus.TV
Media Production Services
Winnipeg, Manitoba, Canada


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grinner hesterRe: contract/project files
by on Dec 7, 2009 at 8:06:41 pm

reinvoice em for the balance. It is a slap in your face that they'd pay an atty to mail you letters before paying you what is owed. Simply let them know that you can't spend time looking for files until the balance is paid. You can explain the files situation after getting paid.




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Mark SuszkoRe: contract/project files
by on Dec 7, 2009 at 9:52:42 pm

"It is a slap in your face that they'd pay an atty to mail you letters before paying you what is owed. "

That was very elegantly put, old bean.


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Phillip WnukRe: contract/project files
by on Jan 19, 2010 at 7:21:19 pm

you guys are good.

where i am right now is that the outsourcing contract calls for me to turn over the source files. i no longer have them as i dumped them after delivering the finished flvs.

however, each project is to be accompanied by a SOW or standard order of work. since they only gave me a SOW for one or two of the projects does that effect the validity of the outsourcing contract?

thanks

phil wnuk
executive producer
roark, pirsig & dobie


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Brendan CootsRe: contract/project files
by on Dec 8, 2009 at 10:24:44 am

I'm no lawyer, but my understanding is that you would be within your right to withhold source tapes and project files until they pay, even if the contract says otherwise. The law clearly states that you cannot "sign away" legal rights through a contract, and any "illegal" provisions in a contract are unenforceable. You were performing services on a work-for-hire basis. Legally (even on a handshake agreement), without pay they haven't held up their end of the contract and therefore do not "own" anything you did as a work-for-hire contractor. I am pretty sure any judge would side with you on this, ESPECIALLY since they have been deadbeat clients for months, which shows bad faith on their part.

As a side note, I simply must chastise you on several points. First, it sounds like you haven't been very diligent in collecting on the account. If you had, they probably wouldn't be making such bold demands. Point two, why in god's name did you delete the project files, especially if their contract said the client owns "all property" at the end of the job? It's not like they take up drive space. At some point, depending on the language of the contract, you are probably going to have to recreate all of those lost project files or face getting royally sued. And finally, you should not be doing business if you aren't fully reading contracts and requesting modifications crucial to protecting your rights. For example, if you HAD read the contract you would know if it said they own everything regardless of whether or not they pay. Don't ever work without a contract, and don't take contracts lightly. They are, after all, legally binding.

Brendan Coots

Splitvision Digital

http://www.splitvisiondigital.com


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David Roth WeissRe: contract/project files
by on Jan 19, 2010 at 7:32:42 pm

[Brendan Coots] "Point two, why in god's name did you delete the project files, especially if their contract said the client owns "all property" at the end of the job? It's not like they take up drive space."

That's also a big question that came to my mind. I think I have every project file I've ever worked on in my life, and a copy of every EDL from those days too.

David Roth Weiss
Director/Editor/Colorist
David Weiss Productions, Inc.
Los Angeles

POST-PRODUCTION WITHOUT THE USUAL INSANITY ™


A forum host of Creative COW's Apple Final Cut Pro, Business & Marketing, Indie Film & Documentary, and Film History & Appreciations forums.


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Phillip WnukRe: contract/project files
by on Jan 19, 2010 at 7:42:53 pm

good points. yes i got sloppy.

1. i have been doing business on a hand shake for 14 years and not once have i had a problem. at the least i will put down a one sheeter outlining the responsibilities but other than that i deliver. i picked the wrong type of client to work with on this one. it should have been a red flag when their contract was 15 pages long, tells me they have had their share of legal problems before and cover their ass when they start creating a mess.

2. yes, i need to start taking contract much more serious. i though at least i could just walk away from the business but this has more serious ramifications.

3. the project files were a mess sometimes with 8-10 versions. the communication and decision making on their part just added to the confusion on our end. at one point we eventually got confused.

4. again, never had a client dog me in 14 years, so this was all new. standard 1/3 upfront, 1/3 after shooting and 1/3 after edit on delivery. this got so crazy when the coo pulled the project manager off the jobs. at this point i would have just ate the couple grand to get rid of the craziness.



phil wnuk
executive producer
roark, pirsig & dobie


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