The contract of the author's order

The author's order agreement regulates the relationship between the customer and the author of the work. It determines the conditions for the creation and use of an object of creative work. This document helps protect the rights of both parties and avoid possible disputes.

When and why do you enter into an author's contract?

An author's order agreement is signed when one party (the customer) wants to receive a specific work created by the other party (the author) on agreed terms.

An individual or legal entity can order a creative work for various purposes: commercial, educational, cultural or personal. The author can only be an individual, since the agreement implies creative work. At the same time, a transaction in which one of the parties is a group of authors, that is, co-authors, is also allowed. Usually these are writers, artists, composers, designers, programmers, and other creative professionals.

Why do you need a copyright agreement?

• Creation of a unique piece that embodies the customer’s idea. It could be a book, a piece of music, a painting, software, or other creative work.
• Determining the terms of cooperation: deadlines, volumes of work, quality requirements, and other important aspects.
• Regulation of exclusive rights to a work – alienation or retention by the author.
• Protecting the interests of the parties to the transaction. Documentation helps avoid misunderstandings.

A copyright agreement is often used for commercial purposes, when a company needs to formalize relationships with designers, illustrators, copywriters or other representatives of creative professions. For example, you can order the creation of product photographs, the development of a training course, or the shooting of a video.

Essential terms

When concluding an agreement, it is important to reflect in it the main essential conditions: the subject of the agreement, the term and remuneration.

Item. This is a detailed description of the work being created. May include genre, style, volume, technical characteristics or any other parameters that describe what exactly the customer wants to receive. The more detailed the description is, the less likely there are misunderstandings. You can prescribe specific technical specifications or requirements for the quality of work. For example, for software this is a description of the interface or functional requirements.

Term. The document indicates the deadline for completing the work - a specific date or period during which the work must be created. In complex projects, participants can agree to complete the work step by step, with intermediate deadlines. This will help you better control the process. For example, the customer can give feedback on the completed part of the work so that the contractor makes adjustments.

Remuneration. If the transaction is compensated, the document indicates the amount of remuneration, the procedure and timing of its payment. If the agreement is concluded free of charge, this must be indicated separately. Otherwise, the contract is considered compensated by default.

The stages of concluding an agreement are generally standard. At the negotiation stage, the parties discuss the details of cooperation: the subject of the transaction, terms, payment terms and other nuances. This allows you to identify the expectations and requirements of each participant. Based on the agreements reached, a draft document is being prepared. It specifies all the essential conditions and additional provisions that the customer and the author consider necessary.

The draft document is sent to both parties for approval. Changes or additions may be made during the process. It is important that all conditions are clearly stated. At this stage, it is advisable to obtain legal advice to make sure that your interests are not violated and that all conditions are clear and transparent.

When all the details are agreed upon, the parties sign the documents. Afterwards, the author begins work in accordance with the specified conditions.

After completion of the work, the customer accepts the created work. The parties must also issue an acceptance certificate certifying that the terms of the agreement have been met.

Exclusive rights to the work

When concluding an agreement to create a creative work, it is important to understand who will own the exclusive rights. Often customers believe that they receive all rights automatically based on the very fact of concluding an agreement and paying the author. However, this is not so - this condition must be specified separately.

The law provides for two possible scenarios:

• Alienation of exclusive rights. In this case, it must be clearly indicated that it is alienated in full. In fact, in this case, the parties, instead of signing a separate agreement on the alienation of exclusive rights, indicate this condition in the author's order agreement. This allows you to reduce the amount of transaction documentation.
• Granting the right to use the work. If the author retains the exclusive right, all essential terms of the license agreement must be spelled out - methods of using the work, term, payment procedure and other important details.

The law does not oblige the parties to the transaction to specify in the contract the specifics of the disposal of exclusive rights. This possibility is allowed, but it is not a prerequisite for concluding a transaction. This means that the agreement will be valid even in the absence of such a condition. However, in order to avoid misunderstandings and disputes in the future, it is recommended to clearly define and record who will own the exclusive rights.

If desired, the parties can enter into an agreement on the alienation of the exclusive right to the work at a later date. State registration of the agreement in this case is not required, unless we are talking about the alienation of computer programs or databases.

If the parties do not stipulate the alienation of exclusive rights, then the general rules must be followed. According to Art. 1228 of the Civil Code of the Russian Federation, the exclusive right initially belongs to the author. If the alienation agreement is not signed or the corresponding condition is not specified when concluding the agreement, then the author remains the copyright holder.

Legal assistance from experts of Zuykov and partners

Although the parties can prepare the contract themselves or use ready-made templates, this is not always a good solution. Drawing up legally important documents yourself can lead to a number of risks, which later lead to serious financial consequences.

Possible risks when drawing up a contract yourself:

• Insufficient legal literacy. Without knowledge and experience, it is easy to miss important nuances, which will lead to insecurity for one of the parties.
• Unaccounted for conditions. The contract may lack key terms, such as the procedure for transferring exclusive rights or conditions for using the work.
• Unclear wording. Incorrectly written provisions can cause disputes.
• Risks of non-fulfillment of obligations. If the document is not drawn up correctly, one of the parties may refuse to perform the work or pay for the transaction, which will lead to losses and subsequent legal disputes.

The lawyers of Zuykov and partners will help you at any stage of concluding an agreement - from consultations on the rights and obligations of the parties to the preparation of all necessary documentation.

Advantages of working with lawyers from Zuykov and partners:

• Competently drafting an agreement. Our lawyers will take into account all your wishes and interests.
• Balance of interests of the parties. We will find a solution that will satisfy the customer and the author.
• Save time. You don't have to study the legal nuances of the deal. The author can be creative, the customer can be involved in the implementation of commercial ideas, and experts will accompany you at all stages.

Contacting the experts of Zuykov and partners is a guarantee of your legal security. Our specialists will help you avoid risks when concluding agreements, ensuring reliable legal protection of your interests.