SCENARIO: As a photographer, you meet a great model, makeup artist, hair stylist, or fashion designer who you would love to work with on a continuous basis. All parties understand that there are costs in content creation, but those costs might not always be fairly distributed on every shoot. Rate of pay; questions on image ownership, rights, and usage; even delivery times may come up, so how do you deal with these issues without causing ill feelings between parties? With a Master Service Agreement (MSA).
Simply put, an MSA is a foundation contract in which parties agree to most of the terms and conditions that will apply to future transactions and contracts. This way the involved parties can negotiate the specific details of future assignments.
Terms usually found in MSAs:
Confidentiality terms
Payment terms
For example, the way parties will be paid, rate of pay, and even time limits for payment (when work is assigned, completed, NET30/60).
Copyrights, Licensing and other Intellectual Property rights
Who do images belong to?
What are the licensing terms?
Third party use?
Exclusivity Clauses?
Delayed releases?
Dispute resolution
If there are issues down the road, will there be arbitration?
Where will judicial jurisdiction be?
Refunds and Obligations?
Secondary vendors
Not just subcontractors, but substitute vendors in place when you’re not available.
Are you/them bound to each other, or can you work for/with competitors? Would there be regional/geographical limitations? Non-compete clause?
Statement of Work (SOW)
As a photographer, it is important to understand how an MSA can benefit you long term by managing expectations from the beginning by providing a SOW. Many SOWs will contain some of the things listed previously, along with qualitative and technical details, such as delivery format of images. Use of images. Time frame of deliveries, and other criteria. Be sure to have an indemnity and risk assignment clause. For example, if you as a photographer book a studio for a shoot 3 months from now and place deposits on gear and travel, who will be responsible for the cost/expense?
What about artistic elements and control? Is the client required to provide you a mood board? Are you restricted to only the client’s artistic inputs? How far can you deviate?
While these discussions can be tough, getting them out of the way from the beginning, can establish and maintain great relationships down the road.
Things to keep in mind:
EVERY element to an MSA is negotiable.
Don’t be confined to one way of thinking on only one aspect of the agreement. EXAMPLE: Copyrights might not have to be transferred, but exclusivity of use/terms, licensing might be negotiated and be the next best thing.
The MSA should bring value to ALL PARTIES.
The MSA is the basis for all future work, not an assignment of work in itself.
An MSA should not be drafted with the intent to limit parties, but give parties a strong foundation to build on.
MSAs should not be considered a permanent, but a standing agreement. There should be ways to periodically review, modify, and in some cases, terminate an MSA. Just like in any relationship, sometimes parties may outgrow each other or have differing philosophies in how the work should be accomplished.
If you found this post helpful, please leave a comment below. Have you used an MSA in your studio or business? Do you think it would come in handy? I would love to hear from you.
DISCLAIMER: As always, I’m not a lawyer, nor do I play one on TV. When seeking legal advice for your business, be sure to consult with an attorney licensed in your state. The information posted in this blog is not intended to be legal advice in anyway and if you end up going to jail by the IRS or getting sued, well.. sorry I can’t help ya.
