The essential clauses in a producer's client agreement

A client has just sent you their draft agreement for the album, documentary, or campaign you are producing, or you are filling in a template you found online before your first session together. Either way, the next few pages decide more than you might expect: who owns the finished work, whether you get paid on time, and what happens if the project falls apart.

A client agreement for a producer is the contract that governs your engagement. It records what you will deliver, what the client pays, and what each of you can do with the material involved. For producers who work with the same client on several projects, it often takes the form of a master agreement that sets out the general terms, with a separate schedule for each project covering that project's specifics. This article walks through the clauses that need to be in that agreement, what each one does, and where they typically go wrong.

The essential clauses of a producer agreement

The services you are engaged to deliver

Start with what you are actually being paid to do. A clause that lists the services, the deliverables, and the milestones keeps both sides honest about the size of the job. It is the clause the client will point to when they say you have not finished, and the one you will point to when they ask for work that was never agreed.

Deliverables: Spell out the concrete outputs, such as a finished mix, a cut of the film, a set of masters, or a campaign package. Name the formats and the number of revisions included in the fee.
Exclusions: List what you will not do, such as further revisions, licensing music, or arranging talent. An exclusion list is what stops scope creep from becoming an argument.
Change control: Agree how extra work is priced and approved. A short written process for variations is cheaper than arguing later about whether an extra session was in scope.

Who owns the work you create

This is the clause that deserves the most attention. Australian copyright law starts from the position that the creator owns the copyright, but the defaults shift when work is commissioned.

Under s 35(2) of the Copyright Act 1968 (Cth), the author owns the copyright in literary, dramatic, musical, and artistic works, such as a script, a composition, or a logo created for the client.
For commissioned sound recordings and films, ss 97(3) and 98(3) give ownership to the person who commissions and pays for the work, unless the agreement says otherwise.
For photographs taken for a private or domestic purpose, and for portraits and engravings, s 35(5) gives ownership to the person who commissioned the work.

The practical consequence is that, for the recordings and films you produce for clients, silence favours the client. If you want to keep any ownership, or control how the work is used after delivery, you need to say so in writing. An assignment of copyright only has effect if it is in writing and signed by or on behalf of the assignor under s 196(3), so an email exchange or a handshake will not do.

A well-drafted ownership clause answers three questions:

Pre-existing material: Who owns what was created before this project? The client's brand assets, and your templates, samples, or backing tracks, usually stay with their owners, with each side licensing the other to use that material for the project.
New material: Who owns the work created for the project, and can ownership be split? A common arrangement keeps the underlying stems or raw footage with you while the client owns the finished product.
Licences: What rights does each side get to use the finished work, for what purposes, in which territories, and for how long? A licence back to you for your showreel or portfolio is a frequent point of negotiation.

Moral rights sit alongside copyright. They include the right of attribution, the right not to have work falsely attributed, and the right of integrity, which protects against derogatory treatment of a work. They belong to individual creators and cannot be assigned: s 195AN(3) of the Copyright Act 1968 (Cth). What they can be is waived or consented to, but only in writing, genuinely given: s 195AWA(2).

For a producer this works in two directions. If you engage musicians, actors, or other contributors, you want their written consent so the client can use the finished work without infringement claims. And if the client wants to use your work in ways that might not credit you, or might be seen as derogatory, a signed consent from you, negotiated as part of the deal, protects the client in return.

How you get paid

Payment terms decide whether the project is profitable. The clause should cover the fee structure, how and when you invoice, and what happens if the client pays late.

Fee structure: Fixed fee, hourly or daily rate, milestones, or royalties. If there are milestones, tie them to deliverables you control.
Invoicing: How often you invoice, the payment terms, and whether GST applies. If you are registered for GST, you add GST to your fees; if you are not registered, you do not.
Deposits and holdbacks: A deposit before you start, and a right to pause work while invoices sit unpaid, protects you if the client's cash flow dries up mid-project.
Late payment: You can charge interest or a late fee, but it must be a genuine pre-estimate of the cost of late payment. The High Court confirmed in Paciocco v Australia and New Zealand Banking Group Ltd [2016] HCA 28 that a fee is an unenforceable penalty if it is out of all proportion to the legitimate interest of the party enforcing the contract. A figure that looks like punishment rather than compensation will not survive a challenge.

How long the agreement runs and how it ends

The agreement needs a term and a termination clause. It may run for a fixed period, such as the life of the project, or continue until either party ends it. Termination for convenience lets either party walk away with a notice period, typically 30 or 60 days, without needing a reason. Termination for breach lets you end the agreement, and stop work, if the client fails to pay or otherwise breaches the contract. You should not be bound to finish your obligations for a client who has stopped meeting theirs.

The clause should also deal with what happens on termination: payment for work done to date, delivery of work-in-progress, and which obligations survive, such as confidentiality and the licence to use completed work.

What each side promises and where liability stops

Warranties are the promises each side makes. You warrant that the work is original, that you have cleared the rights in any material you use, and that the deliverables will meet the agreed specification. The client warrants that they own or control the material they provide and that they will pay on time.

Indemnities and liability caps then decide who carries the risk if something goes wrong. Indemnities are standard in producer agreements: you indemnify the client if your work infringes someone else's rights, and the client indemnifies you if their supplied material does.

Consumer clients: If your client is an individual, the Australian Consumer Law applies. The ACL, schedule 2 of the Competition and Consumer Act 2010 (Cth), implies a guarantee that services are provided with due care and skill, and a term that tries to exclude that guarantee is void.
Business clients: Where the services are not of a kind ordinarily acquired for personal, domestic, or household use, you can limit your liability for a failure to meet the guarantees to re-supplying the services or paying for them to be re-supplied, provided the limitation is fair and reasonable: s 64A of the ACL.
Caps: A common compromise is capping your total liability at the amount paid under the agreement. Watch for the other side pushing for uncapped liability or a blanket indemnity that makes you liable for their own mistakes.

Keeping the project confidential

A confidentiality clause protects the unreleased material, budgets, and client information you see during the project. It should define what counts as confidential, carve out information that is already public or independently developed, and survive the end of the agreement. Expect a mirror clause protecting your own commercial information, such as your rates and client lists, which is worth having if the client is the one with the negotiating power.

Recording that you are a contractor, not an employee

If you are engaged as a producer rather than hired as an employee, the agreement should say so. That label is not decisive on its own: the law looks at the real nature of the relationship, including who controls the work, whether you can delegate, and whether you are running your own business. But a clause that records the arrangement as one of independent contracting, with the usual features of running your own business, is part of managing the risk of a later dispute over entitlements.

Optional clauses worth negotiating

Depending on the project, a few more clauses are worth raising. Each earns its place only when it responds to something real in the deal.

Exclusivity: Worth including when the client is investing heavily and does not want you producing for a direct competitor during the project. Make sure it has a clear end date.
Approvals: A clause requiring the client to approve deliverables in writing, within a set deadline, protects you from a client who sits on feedback and then blames you for the delay.
Non-solicitation: Prevents the client from poaching the crew, talent, or subcontractors you bring to the project for a set period after it ends.
Insurance: If you work on location or handle expensive equipment, the agreement should record who carries what cover, such as public liability or equipment insurance.
Force majeure: Lets either side pause or end the engagement without breach when something outside their control, such as a natural disaster, makes performance impossible.

Where an Artificer Legal lawyer earns their fee

An Artificer Legal lawyer would start a review of a producer agreement by checking the ownership clause, because that is where the statutory defaults do the most damage if left to chance. We would then work through payment and termination before turning to the boilerplate. In negotiation, we would push back on blanket indemnities that make you liable for the client's own mistakes, on uncapped liability, and on late-fee clauses drafted as punishment rather than compensation. We would insist that any assignment of copyright is in writing and signed, that moral rights consents are collected from every contributor whose work appears in the finished product, and that the licence you give the client is limited to what the project actually needs. If the deal uses a master agreement with project schedules, we would check that the schedules can be signed separately and that the general terms, such as termination and liability, match the way each project is actually run.

Why ownership decides most producer disputes

If one clause is going to decide who wins when a producer relationship sours, it is the ownership clause. The Copyright Act's defaults for commissioned recordings and films hand ownership to the person who pays. A producer who signs without an ownership clause has not kept neutral ground: they have agreed, by silence, to hand the client the work and the right to use it however the client likes. The drafting question that matters is not simply who owns the work, but what the agreement said, in writing and signed, about ownership, moral rights, and the licence to use the work after delivery.

A producer's client agreement does not need to be long, but it needs to cover the services and deliverables, ownership of the work, payment terms, the term and how the agreement ends, warranties and liability, and confidentiality. Where the client is a consumer, the Australian Consumer Law's guarantees apply and cannot be excluded. Where the deal repeats across projects, a master agreement with per-project schedules keeps the paperwork manageable. If you are reviewing or drafting one of these agreements, an Artificer Legal lawyer can go through it clause by clause and tell you where the risk actually sits.