This AGREEMENT entered into this day of ________________, by and between Helder Guimaraes, hereinafter referred to as the “AUTHOR”, and ______________________, hereinafter referred to as the “PERFORMER,” to present and to produce a magic performance piece entitled Crescendo, hereinafter referred to as the “MAGIC PIECE”.
ARTICLE I – WARRANTIES AND REPRESENTATIONS
The AUTHOR hereby represents, warrants and agrees that:
1.1 He is the sole owner and author of the MAGIC PIECE, all of which is wholly original by him, and has not been copied in whole from any other work; the composition of MAGIC PIECE does not and will not, and the use of the MAGIC PIECE as herein contemplated will not, violate, conflict with, or infringe upon, any rights whatsoever of any person, firm, organization, or corporation.
1.2 He has the sole and exclusive right to enter this AGREEMENT, and the full warrant and authority to grant the rights granted by him herein under.
1.3 He will hold harmless and indemnify the PERFORMER against any losses, cost expenses (including reasonable attorney’s fees), damages, or recoveries caused by or arising out of any breach of the representation or warranties herein made by the whole composition of the MAGIC PIECE.
ARTICLE II – GRANT OF RIGHTS
2.1 The AUTHOR hereby grants to the PERFORMER free performance rights, subject to the terms of this AGREEMENT, to present the MAGIC PIECE in live performances. For the purposes of this AGREEMENT, the term “Live Performances” shall mean non-recorded, non-broadcast, live production settings. The terms “Produce” and “Present” (and their derivations) shall be used interchangeably.
2.2 The AUTHOR agrees that he shall not grant or license the performance rights of the MAGIC PIECE to more than 250 people in total. The “Live Performance” rights are completely free and exclusively reserved for the 250 people who purchased it, and the AUTHOR guarantees that there will be no reprint of the instructions of the MAGIC PIECE for a period of 10 years after the date of publication of the MAGIC PIECE.
2.3 The AUTHOR reserves to himself the rights to perform the MAGIC PIECE in private live performances and other situations like video recording. These rights can be purchased by any of the people who bought a copy of MAGIC PIECE at a fee to be agreed by the AUTHOR and the PERFORMER, depending on the situation.
2.4 The MAGIC PIECE can’t be performed in any other situations than the ones stated above in 2.1 without a previous written down agreement with the AUTHOR. This includes any broadcast, narrowcast, internet, YouTube, Vimeo and any other similar technology created or to be invented in the future.
2.5 No one who reads the MAGIC PIECE is permitted to teach, lecture, record, copy or translate the MAGIC PIECE. The only rights granted are live performance rights, as explained in 2.1, and they are given exclusively to the PERFORMER and are not transferable.
2.6 Nothing herein obligates the PERFORMER to present the MAGIC PIECE.
ARTICLE III – OWNERSHIP OF COPYRIGHT
3.1 Any copyright of the MAGIC PIECE, shall be in the name of the AUTHOR.
3.2 The MAGIC PIECE as a whole, as well as many of its individual parts and its magical construction and choreography, are the intellectual property of the AUTHOR.
ARTICLE IV – RESERVATION OF RIGHTS
4.1 The AUTHOR shall retain sole and complete title, both legal and equitable, in and to the MAGICAL PIECE and all rights and uses of every kind except as otherwise specifically herein provided. The AUTHOR reserves all rights and uses now in existence or which may hereafter come into existence, except as specifically herein provided. Any rights reserved shall not be deemed competitive with any of the PERFORMER’s rights and may be exercised by the AUTHOR at any time except as otherwise specifically provided herein.
ARTICLE V – ARBITRATION
5.1 The parties agree that any and all claims, disputes, or controversy arising between the AUTHOR and the PERFORMER hereunder or in connection with this AGREEMENT shall be submitted to arbitration in the State of California, the City of Los Angeles.
ARTICLE VI – MISCELLANEOUS PROVISIONS
6.1 This AGREEMENT shall be governed by, and construed in accordance with, the laws of the State of California applicable to all contracts made and entirely performed within.
6.2 This AGREEMENT is only valid when signed by both parties listed above as the AUTHOR and the PERFORMER. In any other scenario, the AUTHOR reserves all the rights, including all the “Live Performance Rights.”
6.3 This is the entire and complete AGREEMENT between the parties. This AGREEMENT shall not be amended or modified except by new written agreement signed by both parties.
6.4 This AGREEMENT shall be binding on the parties hereto.
6.5 The Article Headings in this AGREEMENT are for convenience only and do not constitute a part of this AGREEMENT.
IN WITNESS WHEREOF EACH OF THE PARTIES ABOVE HERETO HAS SIGNED THIS AGREEMENT.
Helder Guimaraes, Author