What are the basic terms of the Storyhunter’s standard Independent Contractor Services Agreement (the “ICSA”)?
The ICSA is a binding agreement between Buyers and Sellers on the Platform. There is no substitute for reading the entire thing, and this summary does not cover all of the terms.
Provisions of the ICSA include:
- All work is to be performed in a professional and workmanlike manner;
- Buyer may review all work product prior to acceptance;
- All fees are paid by Buyer to Storyhunter, and Storyhunter remits payment to Seller after receipt from Buyer;
- Sellers are independent contractors, are not entitled to benefits from Buyers, and are responsible for their own taxes;
- Sellers must treat all non-public information received from Buyers as confidential;
- 100% transfer of all copyrights in newly developed Seller work product delivered to a Buyer;
- Sellers provide several warranties, including on their work product and compliance with the agreement;
- Buyers can terminate the agreement on 30 days notice. If termination is without cause, a kill fee payable to Sellers may apply.
2) Can we negotiate any of the terms regarding content rights?
The ICSA is a template, and may not be suitable for all deals. If Buyers and Sellers would like alternative terms, they are free to use their own negotiated agreement with different terms. These can be uploaded to the Assets Tab in the project view in order to be downloaded and signed by both parties.
3) Where are negotiations of these terms conducted when using Storyhunter and how do I know that both parties have agreed?
The applicable legal agreement between Buyers and Sellers becomes binding when both parties accept a Project on the Platform.
If a custom agreement is posted by Buyer for the Project at the time of acceptance, that is the applicable agreement. If custom separate agreement is posted, the standard ICSA applies at that time.
You also can negotiate changes to the ICSA on Storyhunter on the message thread regarding the Project. When negotiating changes to the ICSA, make sure to reference the section of the agreement you’d like to change, and state your requested change to the agreement. It’s often helpful to enter the entire section of the agreement you’d like to change and then enter the new language you’d like to propose. You can negotiate changes to any part of the ICSA agreement, whether it is regarding content rights, “Kill fees”, or the size of any cash advances facilitated through the Storyhunter platform.
One part of the agreement you cannot negotiate is payment being paid outside of Storyhunter. All payments-- whether expenses, advances or payments for services—must be paid through the Storyhunter platform.
4) If an idea for a story is sent via a call for pitches on Storyhunter, who owns the actual idea?
There are generally no intellectual property rights in the ownership of an idea for a story. Absent a binding agreement with a Buyer, Buyers are typically under no obligation to Sellers to use Sellers to proceed with a story idea submitted in a pitch. Note that the creative content of a pitch is still owned by a Seller unless and until the point that a Buyer purchases that content.
5) What if a Buyer creates a bigger series or feature film about story I did for them?
The terms of your agreement with that Buyer will apply. Under the standard ICSA, a Buyer owns all new intellectual property rights, so if the series a Buyer creates later is based on content or rights a Seller sold to Buyer or which were works for hire for Buyer, the Buyer would own those rights.
6) So if a Buyer commissions a story idea from a call for pitches, and then later decides to create a feature film or series on that topic, does the Seller need to get any credit or royalties?
The terms of your agreement with that Buyer will apply. Under the standard ICSA, a Buyer owns all new intellectual property rights, so if the film or other properties created later are based on content or rights a Seller sold to Buyer or which were works for hire for Buyer, the Buyer would own those rights.
7) Can a Seller negotiate with a Buyer to make sure the client adds their name to the credits?
Yes. Buyers and Sellers can negotiate and enter into any relationship they want. These negotiations can take place on the message thread of the Project.
8) Should Buyers still use non-disclosure agreements, location release or image releases?
Buyers should operate their projects as normal, with the legal agreements they deem appropriate.
9) As a Buyer, what happens if a Seller doesn’t show up, shows up late or performs the services far below what is advertised on their Storyhunter profile? What rights do clients have to not pay for services that don’t meet what was agreed upon?
If using the standard ICSA, Sellers are warranting that their services will be performed in a professional and workmanlike manner, and Buyers are entitled to review and accept/reject deliverables for conformance to their required specifications before paying. If services or work product does not conform to the specifications agreed to in the ICSA, they can be rejected.
10) As a Seller, what if the Buyer “kills” a job for no reason and I believe I should be paid more than they are proposing because I did the job as detailed in the deliverables in the project? What type of recourse do I have?
If using the standard ICSA, there is a pre-determined kill fee if a Buyer terminates an engagement without cause.
If a Seller terminates without cause prior to the bona fide commencement of the Posting by Seller, Buyer has no liability to Seller for any Fees.
If a Buyer terminates without cause after bona fide commencement and prior to 24-hours before the agreed upon final delivery date, or deadline, Buyer will owe Seller a kill fee equal to 15% of the Fee. If a Buyer terminates without cause after bona fide commencement and less than 24-hours before the agreed upon final delivery date, or deadline, Buyer will owe Seller a kill fee equal to 35% of the Fee.