Legal Question in Intellectual Property in Pennsylvania
work-for-hire question
Hello,
I purchased online what appears to be a straightforward blank work for hire agreement to be used for the production of a written work. I have two questions. I live in Pennsylvania and the writer I am hiring lives in California. Can you tell me what state I would write in for this part of the agreement?
''Governing Law. This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of ___________________, without regard to conflicts of law principles.''
My second question�..
This(below)is the first line on the agreement. Whose name should I write in as the writer? Since I am retaining the rights to the work, is it my name, or the independent contractor who I am hiring?
�WRITER�S WORK FOR HIRE AGREEMENT
FOR (WRITER�S NAME)�
Thanks very much for your help. I greatly appreciate it.
2 Answers from Attorneys
Re: work-for-hire question
The "governing law" clause is used to define which books of law would be consulted to construe the contract and determine rights and liabilities under it. If one doesn't have a preference for a particular State's law, one could just delete it without invalidating the agreement. Of course, one would initial the place where the words have been crossed out, to confirm that this was part of the document as signed by the parties.
Re: work-for-hire question
The provision you cite is called a "conflict of laws" provision and is intended to establish which state's law will control the interpretation of the contract. For example, if one party sues the other the laws of evidence and civil procedure of the state you name will apply even if the case is heard in another state. The choice, if you are drafting the agreement, is yours but the writer may disagree. Only an attorney familiar with Pennsylvania contract law can advise you whether Pennsylvania or California law would be preferable for you. There are various ways to negotiate in and around this provision but you should retain an experienced entertainment attorney to counsel you.
As to your second question, if you are in doubt just leave "FOR (WRITER'S NAME)" off. The work-for-hire language, if properly written, will make it clear that you are deemed the author of the work.