This agreement is intentionally written in plain English. We think the impenetrable lawyer-speak of modern contracts inhibits understanding, cooperation, and mutual benefit, which helps no one (except the lawyers). We want what’s best for both of us, now and in the future, and we think plain English agreements help achieve that.

IMPORTANT LEGAL DISCLOSURES

SECTION 1:1 – DO THE RIGHT THING

This is not really a formal legal clause, but we like to put it in here because we think it sets the right tone: We always try to do the right thing, regardless of what’s in this agreement.

Agreements can’t cover everything. And even if they are those 1000 page contracts that seem to mention every eventuality, they’re still only as good as the people who stand behind them.

We are not in this business to haggle over terms. If things get to the point where people are quoting contracts, things have gotten very bad.

That being said, we still need to know the rules of our relationship, and this section is all about laying out the most important legal terms and expectations so we can both do the right thing by each other.

SECTION 1:2 – INTELLECTUAL PROPERTY

Plain English phrasing: As long as you pay, you own all the rights to everything we do for you and all the work we produce. We own nothing.

More legal phrasing: Upon full payment to Spirit Media Inc. by the Client of the agreed amounts stated in the compensation section, all intellectual property rights in the work created by Spirit Media Inc. for the Client under this agreement shall irrevocably transfer to and become the full property of the Client. Neither Spirit Media Inc. nor any third party involved in any stage of the creation process
shall have any rights to the intellectual property, as such rights are reserved solely for the Client.

SECTION 1:3 – LIABILITY

Plain English phrasing: This is pretty obvious, but we have to say it because this is entirely your product, you are entirely responsible for all the content. These are your ideas, your words, and your product (not ours), and you have full approval over everything that goes out in your name, so you are responsible for anything bad that might happen to you because of what you say. Plain English phrasing: This is pretty obvious, but we have to say it because this is entirely your product, you are entirely responsible for all the content. These are your ideas, your words, and your product (not ours), and you have full approval over everything that goes out in your name, so you are responsible for anything bad that might happen to you because of what you say.

For example, “something bad” could be someone suing you over the content, a copyright infringement, a trademark infringement, or pretty much anything else bad that could happen as a result of what is in your work.

If we see you doing something that we think is illegal or legally unwise, we will tell you and recommend that you stop. And if you ask us our opinion on the legality of something, we will tell you what we think. But we will always follow that up with the phrase, “None of us are lawyers licensed to practice law in your jurisdiction or any jurisdiction.” Because we are not, and you should not rely on our legal advice, because hey-we are not lawyers. If we see you doing something that we think is illegal or legally unwise, we will tell you and recommend that you stop. And if you ask us our opinion on the legality of something, we will tell you what we think. But we will always follow that up with the phrase, “None of us are lawyers licensed to practice law in your jurisdiction or any jurisdiction.” Because we are not, and you should not rely on our legal advice, because hey-we are not lawyers.

If there is a legal issue you need counsel over, you should talk to a real lawyer. If you need a referral to a lawyer, we are of course happy to give you one. We will do that for free, and we make no money on that referral.

SECTION 1:4 – IMAGE AND IP LICENSING

Plain English phrasing: If you provide us with images, it is up to you to make sure that you have the right to use them. If we create or source any images for you for your product, we will make sure you have the right to use them.

More legal phrasing: Spirit Media Inc. agrees to obtain all appropriate licenses and rights to any content we put into your book that you did not otherwise provide to us at the Client’s expense (such as third party images that may require a license fee, but we won’t be putting much of anything into your product that you don’t give us). In such instances, we agree to provide you with evidence that proper licenses were obtained. If for some reason there is an issue with any media used in your product that we put in there and that did not come directly from you, then we accept full liability and will indemnify you from any damage arising because we didn’t get the proper license from a third party.

Ultimately, this is your product and as the Client you shall indemnify Spirit Media for any image and IP violations.

SECTION 1:5 – TERMINATION

Plain English phrasing: Once you sign this agreement, you are bound to pay, and we are bound to perform. The only way this agreement can be canceled or modified is by mutual agreement of both of us. In the event this agreement is terminated pursuant to any term in this agreement, the Client is not allowed to use or publish any materials created by Spirit Media Inc. for the client if any balance is owed by the Client or without written expressed approval by Spirit Media Inc.

SECTION 1:6 – DELAY

Plain English phrasing: We understand that life happens and sometimes this may result in a substantial delay. We strive to accommodate you as much as possible. If you need to postpone the project for 6 months or longer you may be required to pay a difference in price between when you began and when you restarted. This assumes there is a price difference. If there isn’t, great-you’re good to go.

SECTION 1:7 – THE SUNSET CLAUSE

Plain English phrasing: If you are non-responsive and do not engage in the process at all for a period of 12 months or more, then we have the right to cancel the project. And we will cancel, and will retain all monies received.

We don’t want to do this. We want to finish your project. This clause is here simply because some people refuse to finish for whatever reason, and we need the ability to move on once they’ve quit. So just don’t quit, and we won’t either

SECTION 1:8 – NO HIDDEN COSTS

We hate it when someone quotes us one price, then tries to charge more later on. We won’t do this to you. And we will NEVER do any additional work that would cost you money without first getting your explicit approval, both to do the work and for the amount.

SECTION 1:9 – OUTSIDE WORK

We hope you love working with everyone you meet at Spirit Media, and you get excited every time you work with them. But we have to insist that you don’t work with any employees or independent contractors of Spirit Media without us giving both you and them explicit approval. This means you don’t ask them to do any sort of writing, editing, or other creative work that is identical or close to what we do as outlined in your Project Scope and Timeline document. You also agree that if you do this, that we have the right to seek damages and lost revenue.

SECTION 1:10 – YOUR INVESTMENT

We will always discuss invoices and payments in advance. Half payment for services selected is due at the time of implementation and the remaining half is due two weeks prior to delivery. We need your entire investment to be paid in full before we can deliver the services purchased.

SECTION 1:11 – USE OF CLIENT’S NAME AND LIKENESS

To assist you with the success of your project, the use of your name and image will be used to promote your product. You agree that you have granted us the right to use your name and approved image, and likeness for advertising and promotion.

You also agree to Spirit Media Inc. using the publishing of your product with your name, likeness, and image in their advertisements and promotions of the services offered by Spirit Media Inc.

SECTION 1:12 – US COPYRIGHT

When requested, Spirit Media Inc. will register the copyright in the Work with the US Copyright Office in the Client’s name at the Client’s/Publisher’s cost and publish the Work with copyright notice in the Client’s name in conformity with the US Copyright Act, as amended, and the Universal Copyright Convention. Both parties agree to cooperate in executing all papers and documents required to protect, assign, record, renew, or otherwise effectuate the rights contained

in this Section. Any textual, illustrative, or other material prepared for the Work by Spirit Media Inc. that has reverted back to Spirit Media Inc. may be copyrighted separately as this publishing agreement allows pursuant to Terminate this agreement.

SECTION 1:13 – RIGHTS SURVIVING TERMINATION

Upon the termination or expiration of this Agreement, any rights or obligations of the parties in this Agreement which, by their nature, should survive termination or expiration of the Agreement, will survive any such termination or expiration, including the use of Client’s Name and Likeness, representations, warranties, and indemnities.

SECTION 1:14 – RIGHT REVERTING TO CLIENT

Upon termination of this Agreement pursuant to [all the clauses that would give rise to termination prior to typical conclusion], all rights in the unedited manuscript of the Work will revert back to the Client.

SECTION 1:15 – ENTIRE AGREEMENT

This Agreement is the sole and entire agreement of the parties with respect to the subject matter herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

SECTION 1:16 – HEADINGS

The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

SECTION 1:17 – NOTICE

All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and addressed to the parties as follows (or as otherwise specified by a party in a notice given in accordance with this Section):

Notices sent in accordance with this Section will be deemed effectively given: (a) when received, if delivered by hand (with written confirmation of receipt); (b) when received, if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email ([in each case,] with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day, if sent after normal business hours of the recipient; or (d) on the 3rd day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.

SECTION 1:18 – GOVERNING LAW – SUBMISSION TO JURISDICTION

This Agreement and all related documents mentioned in this agreement, hereby incorporated by reference, and all matters arising out of or relating to this Agreement are governed by, and construed in accordance with, the laws of the State of North Carolina, United States of America. Any legal suit, action, or proceeding arising out of or relating to this Agreement will be instituted exclusively in the federal courts of the United States of America or the courts of the State of North Carolina in each case located in the City of Raleigh and County of Wake, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein is effective service of process for any suit, action, or other proceeding brought in any such court.

IMPORTANT LEGAL DISCLOSURES

This agreement is intentionally written in plain English. We think the impenetrable lawyer-speak of modern contracts inhibits understanding, cooperation, and mutual benefit, which helps no one (except the lawyers). We want what’s best for both of us, now and in the future, and we think plain English agreements help achieve that.

SECTION 1:1 – DO THE RIGHT THING

This is not really a formal legal clause, but we like to put it in here because we think it sets the right tone: We always try to do the right thing, regardless of what’s in this agreement.

Agreements can’t cover everything. And even if they are those 1000 page contracts that seem to mention every eventuality, they’re still only as good as the people who stand behind them.

We are not in this business to haggle over terms. If things get to the point where people are quoting contracts, things have gotten very bad.

That being said, we still need to know the rules of our relationship, and this section is all about laying out the most important legal terms and expectations so we can both do the right thing by each other.

SECTION 1:2 – INTELLECTUAL PROPERTY

Plain English phrasing: As long as you pay, you own all the rights to everything we do for you and all the work we produce. We own nothing.

More legal phrasing: Upon full payment to Spirit Media Inc. by the Client of the agreed amounts stated in the compensation section, all intellectual property rights in the work created by Spirit Media Inc. for the Client under this agreement shall irrevocably transfer to and become the full property of the Client. Neither Spirit Media Inc. nor any third party involved in any stage of the creation process shall have any rights to the intellectual property, as such rights are reserved solely for the Client.

SECTION 1:3 – LIABILITY

Plain English phrasing: This is pretty obvious, but we have to say it because this is entirely your product, you are entirely responsible for all the content. These are your ideas, your words, and your product (not ours), and you have full approval over everything that goes out in your name, so you are responsible for anything bad that might happen to you because of what you say. Plain English phrasing: This is pretty obvious, but we have to say it because this is entirely your product, you are entirely responsible for all the content. These are your ideas, your words, and your product (not ours), and you have full approval over everything that goes out in your name, so you are responsible for anything bad that might happen to you because of what you say.

For example, “something bad” could be someone suing you over the content, a copyright infringement, a trademark infringement, or pretty much anything else bad that could happen as a result of what is in your work.

If we see you doing something that we think is illegal or legally unwise, we will tell you and recommend that you stop. And if you ask us our opinion on the legality of something, we will tell you what we think. But we will always follow that up with the phrase, “None of us are lawyers licensed to practice law in your jurisdiction or any jurisdiction.” Because we are not, and you should not rely on our legal advice, because hey-we are not lawyers. If we see you doing something that we think is illegal or legally unwise, we will tell you and recommend that you stop. And if you ask us our opinion on the legality of something, we will tell you what we think. But we will always follow that up with the phrase, “None of us are lawyers licensed to practice law in your jurisdiction or any jurisdiction.” Because we are not, and you should not rely on our legal advice, because hey-we are not lawyers.

If there is a legal issue you need counsel over, you should talk to a real lawyer. If you need a referral to a lawyer, we are of course happy to give you one. We will do that for free, and we make no money on that referral.

SECTION 1:4 – IMAGE AND IP LICENSING

Plain English phrasing: If you provide us with images, it is up to you to make sure that you have the right to use them. If we create or source any images for you for your product, we will make sure you have the right to use them.

More legal phrasing: Spirit Media Inc. agrees to obtain all appropriate licenses and rights to any content we put into your book that you did not otherwise provide to us at the Client’s expense (such as third party images that may require a license fee, but we won’t be putting much of anything into your product that you don’t give us). In such instances, we agree to provide you with evidence that proper licenses were obtained. If for some reason there is an issue with any media used in your product that we put in there and that did not come directly from you, then we accept full liability and will indemnify you from any damage arising because we didn’t get the proper license from a third party.

Ultimately, this is your product and as the Client you shall indemnify Spirit Media for any image and IP violations.

SECTION 1:5 – TERMINATION

Plain English phrasing: Once you sign this agreement, you are bound to pay, and we are bound to perform. The only way this agreement can be canceled or modified is by mutual agreement of both of us. In the event this agreement is terminated pursuant to any term in this agreement, the Client is not allowed to use or publish any materials created by Spirit Media Inc. for the client if any balance is owed by the Client or without written expressed approval by Spirit Media Inc.

SECTION 1:6 – DELAY

Plain English phrasing: We understand that life happens and sometimes this may result in a substantial delay. We strive to accommodate you as much as possible. If you need to postpone the project for 6 months or longer you may be required to pay a difference in price between when you began and when you restarted. This assumes there is a price difference. If there isn’t, great-you’re good to go.

SECTION 1:7 – THE SUNSET CLAUSE

Plain English phrasing: If you are non-responsive and do not engage in the process at all for a period of 12 months or more, then we have the right to cancel the project. And we will cancel, and will retain all monies received.

We don’t want to do this. We want to finish your project. This clause is here simply because some people refuse to finish for whatever reason, and we need the ability to move on once they’ve quit. So just don’t quit, and we won’t either

SECTION 1:8 – NO HIDDEN COSTS

We hate it when someone quotes us one price, then tries to charge more later on. We won’t do this to you. And we will NEVER do any additional work that would cost you money without first getting your explicit approval, both to do the work and for the amount.

SECTION 1:9 – OUTSIDE WORK

We hope you love working with everyone you meet at Spirit Media, and you get excited every time you work with them. But we have to insist that you don’t work with any employees or independent contractors of Spirit Media without us giving both you and them explicit approval. This means you don’t ask them to do any sort of writing, editing, or other creative work that is identical or close to what we do as outlined in your Project Scope and Timeline document. You also agree that if you do this, that we have the right to seek damages and lost revenue.

SECTION 1:10 – YOUR INVESTMENT

We will always discuss invoices and payments in advance. Half payment for services selected is due at the time of implementation and the remaining half is due two weeks prior to delivery. We need your entire investment to be paid in full before we can deliver the services purchased.

SECTION 1:11 – USE OF CLIENT’S NAME AND LIKENESS

To assist you with the success of your project, the use of your name and image will be used to promote your product. You agree that you have granted us the right to use your name and approved image, and likeness for advertising and promotion.

You also agree to Spirit Media Inc. using the publishing of your product with your name, likeness, and image in their advertisements and promotions of the services offered by Spirit Media Inc.

SECTION 1:12 – US COPYRIGHT

When requested, Spirit Media Inc. will register the copyright in the Work with the US Copyright Office in the Client’s name at the Client’s/Publisher’s cost and publish the Work with copyright notice in the Client’s name in conformity with the US Copyright Act, as amended, and the Universal Copyright Convention. Both parties agree to cooperate in executing all papers and documents required to protect, assign, record, renew, or otherwise effectuate the rights contained

in this Section. Any textual, illustrative, or other material prepared for the Work by Spirit Media Inc. that has reverted back to Spirit Media Inc. may be copyrighted separately as this publishing agreement allows pursuant to Terminate this agreement.

SECTION 1:13 – RIGHTS SURVIVING TERMINATION

Upon the termination or expiration of this Agreement, any rights or obligations of the parties in this Agreement which, by their nature, should survive termination or expiration of the Agreement, will survive any such termination or expiration, including the use of Client’s Name and Likeness, representations, warranties, and indemnities.

SECTION 1:14 – RIGHT REVERTING TO CLIENT

Upon termination of this Agreement pursuant to all the clauses that would give rise to termination prior to typical conclusion], all rights in the unedited manuscript of the Work will revert back to the Client.

SECTION 1:15 – ENTIRE AGREEMENT

This Agreement is the sole and entire agreement of the parties with respect to the subject matter herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

SECTION 1:16 – HEADINGS

The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

SECTION 1:17 – NOTICE

All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and addressed to the parties as follows (or as otherwise specified by a party in a notice given in accordance with this Section):

Notices sent in accordance with this Section will be deemed effectively given: (a) when received, if delivered by hand (with written confirmation of receipt); (b) when received, if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email ([in each case,] with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day, if sent after normal business hours of the recipient; or (d) on the 3rd day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.

SECTION 1:18 – GOVERNING LAW – SUBMISSION TO JURISDICTION

This Agreement and all related documents mentioned in this agreement, hereby incorporated by reference, and all matters arising out of or relating to this Agreement are governed by, and construed in accordance with, the laws of the State of North Carolina, United States of America. Any legal suit, action, or proceeding arising out of or relating to this Agreement will be instituted exclusively in the federal courts of the United States of America or the courts of the State of North Carolina in each case located in the City of Raleigh and County of Wake, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein is effective service of process for any suit, action, or other proceeding brought in any such court.

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