$1,000,000 Trade Show contract

This is the actual $1,000,000 + contract that I crafted in 1998. I developed the language around
contracts that I had already created for previous clients. I sent what I had drafted to my friend Rich
Bloch, who is both an experienced arbitration lawyer and was the original owner of the famed and highly
acclaimed Collectors Workshop. Rich called my attention to a few points which I rewrote and presented
it to my new client but otherwise thought I had adequately dealt with all that needed to be covered.
The contract took me about 45 days to draft. It was in the hands of the clients attorneys for about
three weeks and was accepted with two minor changes relative to confidentiality and intellectual
property.
The language of their intellectual property request was written so that anything that I created that was
associated with the project became their property. I recognized the language to be what was the norm for
companies doing business with advertising agencies as I had dealt with this matter with other clients.
The first of the two pages that follow represents the language that many companies use regarding
intellectual property and the second page is the language that I wrote to make certain I maintained the
rights to my creative material such as my scripts, dialog about my Mind Skill topics, recordings,
exercises, etc..
I began performing/presenting for this client at one event in 1995. I was able to parlay that into a
three event contract for 1996 and then an eight project contract in 1997 followed by this twenty-four
multi-year contract for 1998-1999. My engagements with this company continued through 2002 after
which I decided to semi-retire from performing at trade shows.
The other documents in this folder are support letters, estimates, invoices, as well as documents I was
compelled to write in order to work out details of a few disputes along the way.

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Clients intellectual property contract text

4. (a) Any inventions, improvements, or ideas made or conceived by Consultant in
connection with or during the performance of services contemplated hereunder, which result in a
scientific improvement to the any product distributed by or which is the subject of research and/or
development by or for the Company shall be the property of the Company. At the Company's
request, Consultant shall execute, acknowledge, and deliver to the Company all such further
papers, including applications for patents, as may be necessary to enable the Company to publish
or protect said inventions, improvements, and ideas by patent or otherwise in any and all countries
and to vest title to said patents inventions, improvements, and ideas in the Company, or its
nominees, their successors or assigns, and shall render all such assistance as may require in any
Patent Office proceeding or litigation involving said inventions, improvements, or ideas.
(b) Any copyrightable work created by Consultant in connection with or during the
performance of services contemplated hereunder shall be considered a work made for hire,
whether published or unpublished, and all rights therein shall be the property of the Company as
employer, author and owner of copyright in such work. Consultant, without charge to the
Company other than reasonable payment for time involved in the event the services contemplated
by any accepted offer shall have terminated, but at the Company's expense shall duly execute,
acknowledge, and deliver to the Company all such further papers, including assignments and
applications for copyright registration or renewal, as may be necessary to enable the Company to
publish or protect said works by copyright or otherwise in any and all countries and to vest title to
said works in the Company or its nominees, their successors or assigns, and shall render all such
assistance as the Company may require in any proceeding or litigation involving the rights in said
works.
5. Both parties reserve the right to discontinue, at any time, any work authorized by this
Agreement, provided however, the Company shall be obligated to pay Consultant only for work
done by Consultant.
6. Subject to prior written consent of Consultant, the Company shall have the right to list
Consultant in its promotional literature as a consultant, along with any pertinent information
relating to professional credentials of Consultant. The Company will notify Consultant of its
intent to use Consultant's name prior to publishing and distributing any such literature.
7. The Company hereby offers to engage and Consultant accepts engagement by the
Company of Consultant's professional services on a non-exclusive basis as described herein: to
develop and present a customized product presentation to be delivered at the 1999 (Year 1) and
2000 (Year 2) Association of Operating Room Nurses (I4ORA') meetings. All aspects of the
exhibit and presentation will be developed with and subject to the approval of the Company.
(a)
Year 1 (1999) is non-cancelable after the date of the signing qf this
Agreement. If the Company does cancel this agreement with the Consultant, the Company will be
..

My revised Intellectual Property contract text

Attn: Mary
_____________
____________, Inc.
Fx: (908) 218-XXXX
4b

OWNERSHIP AND NON-EXCLUSIVE LICENSE

a. (Company name) acknowledges that the productions of Zellman all involve education
and entertainment services pertaining to the sale of products and services of others. The
productions generally follow established scripts and formats adapted to the needs of the customer
and the products or services being promoted. Accordingly, Zellman shall retain all ownership
rights and copyrights to each production. The works produced by Zellman or caused by Zellman
to be produced hereunder for (company name), including, but not limited to, any mechanical and
composite film used to produce printed material, electronic recordings, photographs, printed
matter, slides, and other works fixed in a tangible medium, shall not be considered "works made
for hire" as defined in the Copyright Act, 17 U.S.C. 101 et seq. and, accordingly, all copyright
interest in and to such works shall be retained and belong to Zellman. Each production or work
fixed in tangible medium shall contain an appropriate copyright notice naming Zellman as the
owner of the copyright.
b. Zellman hereby grants to (company name a limited, non-exclusive license in
connection with the sale and promotion of the products or services identified in this Agreement,
to use all printed material, electronic recordings, photographs, printed matter, slides, and other
works fixed in a tangible medium which are produced by Zellman, during each of the National
Meetings. (company name) shall not disseminate such items other than during such National
Meetings without Zellman's prior written consent. Zellman, except in connection with work for
(company name) hereunder shall not use (company name), trademarks, service marks or any
other (company name) property or information without the express prior written consent of
(company name).
Regards,
Anton J. Zellman

AGREEMENT
BETWEEN
ZELLMAN PRODUCTIONS AND (COMPANY
NAME)
This Agreement made and entered into this day of January 1998 sets forth the complete understanding
(hereinafter the "Agreement") between Zellman Productions (hereinafter "Zellman") and _______
Inc. (hereinafter "______") regarding a project entitled "Convention Exhibit Promotion" (hereinafter
the "Project"). This "Agreement" shall commence on January 1, 1998, and shall continue through
December 31, 1999.
1.

DESCRIPTION OF PROJECT

a.
_______ hereby retains Zellman to create, produce and perform promotional shows
at _______ convention exhibits for a minimum of twelve meetings ("National Meetings") in 1998
and twelve (12) National Meetings in 1999. The proposed National Meetings at which _______
requests Zellman to participate are listed as follows:
1998 American Academy of Allergy, Asthma & Immunology (AAAAI) Mar 14-17,1998, D.C.
1998 American College of Physician (ACP) Apr 3-4,1998, San Diego
1998 American Lung Association/American Thoracic Society (ALA/ATS) Apr 26-27, 1998,
Chicago
1998 American Academy of Neurology (AAN) Apr 28-30,1998, Minneapolis
1998 Oncology Nursing Society (ONS) May 7-9,1998, San Francisco
1998 American Society of Clinical Oncology (ASCO) May 16-18, 1998, Los Angeles
1998 American Urological Association (AUA) May 31 - June 3, 1998, San Diego
1998 American Academy of Family Physicians (AAFP) September 17-19,1998, San Francisco
1998 American Osteopathic Association (AOA) October 6-9,1998, New Orleans
1998 American Academy of Pediatrics (AAP) Oct 17-19,1998, San Francisco
1998 American College of Allergy, Asthma & Immunology (ACAAI) Nov 7-8,1998, Philadelphia
1998 American College of Chest Physicians (ACCP) Nov 10-11, 1998, Toronto
1999 American Academy of Allergy, Asthma & Immunology (AAAAI) Feb 27-Mar 2, 1999, Orlando
1999 American Academy of Neurology (AAN) Apr 20-22, 1999, Toronto
1999 American Lung Association/American Thoracic Society (ALA/ATS) Apr 24-27, 1999, San
Diego
1999 Oncology Nursing Society (ONS) Apr 28-30, 1999, Atlanta
1999 American Urological Association (AUA) May 2-5, 1999, Dallas
1999 American Society of Clinical Oncology (ASCO) May 15-17, 1999, Atlanta
1999 American Academy of Physician Assistants (AAPA) June 1-3, 1999, Atlanta
1999 American Academy of Family Physicians (AAFP) September 16-18,1999, Orlando
1999 American Academy of Pediatrics (AAP) Oct 9-11, 1999, D.C.
1999 American Osteopathic Association (AOA) October 31-Nov 3, 1999, San Francisco
1999 American College of Chest Physicians (ACCP) Nov 1-3, 1999, Chicago
1999 American College of Allergy, Asthma & Immunology (ACAAI) Nov 13-16,1999, Chicago
b.
In consideration for _______ _agreement to retain Zellman for a minimum of 2 years,
Zellman agrees not to raise his fees beyond the amount listed under item seven (7), Compensation,
for the period beginning January 1, 1998 through December 31, 1999.

2.

AUDIENCE AND PURPOSE OF PROJECT

a. The audience to be reached with the Project are attendees at the specified National
Meetings.
b. The focus/purpose of the Project is to attract and maintain the attention of attendees at the
_______ exhibits and to communicate specific _______ product information in an
entertaining, professional, and memorable manner.
c. All aspects of the exhibit and presentation will be developed with and subject to the
approval of ______.

3.

PRESENTATIONS

The presentation to be developed will play for approximately 20 minutes and will be designed
to draw maximum attendance into the _______ booth once each hour of exhibit time and to
communicate from 5-10 product messages to the attendees in a manner that will hold their attention
until the end of the presentation. The messages will be blended into one of Zellman's established 'Mind
Skill' programs which contain information about the human mind and it's capacity to accomplish
extraordinary achievements. During the process, Zellman will demonstrate to the audience what it
would be like to fully use the minds intuitive capabilities.
Zellman will recommend to _______ which of his productions is most appropriate for each
series of meetings once he is supplied with the _______ objectives for each event and the product
information to be communicated. If desired, the presentation will include a means of gathering a list of
the names, professional addresses, and phone numbers of all those who attend the presentation. In
addition to developing a presentation script, Zellman will recommend and supply initial promotional
copy for pre-show invitations or show guide book advertisements as well as copy for all graphics that
pertain to the presentation. Zellman will also provide staging area specifications to the _______
exhibit display company.
Anton Zellman will make himself available at a pre-show meeting at each event to inform the
attending _______ representatives about his and their participation.
4. GIFTS AND HANDOUTS
(a)
_______ will supply all the materials, gifts or handouts it deems necessary to support
the presentation theme.
(b)
In addition, it is further agreed that _______ will License from Zellman the use of
Zellman's audio tapes at each of the 24 meetings at which Zellman presents. Zellman will develop and
produce the master DAT for each new audio tape as needed. _______ will produce the appropriate
number of audio cassettes required to distribute to all attendees who see Zellman's presentation.
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5. AUDIO/VISUAL
Sound, projection and lighting systems to be provided by ______.

6. CANCELLATIONS
It is understood that Anton Zellman has reserved the dates in question exclusively for
_______ and that cancellation of these dates, even if canceled through no fault of ______,
will likely result in Zellmans inability to schedule bookings for that time. Accordingly,
_______ and Zellman agree to the following schedule of cancellation fees and conditions
for all listed dates and National Meetings.
a. In all cases, actual sums expended, together with applicable service fees incurred by
Zellman for production, rentals, travel, and other out-of-pocket costs, will be
reimbursed to Zellman by ______.
b. If _______ does cancel Zellman's participation at any of the 1998/1999 National
Meetings then _______ will be obligated to pay to Zellman, all listed fees as described
on the schedule of fees and costs attached hereto.
c. However, should _______ cancel any of the exhibit dates and Zellman is then engaged
to perform on those dates for a job of like kind, then _______ will only be obligated to
reimburse Zellman for any creative work completed as well as any out-of-pocket
expenses
incurred as of the date of cancellation.
d. In the event any National Meeting(s) are canceled by _______ or if the association
management for any of the 1998/1999 National Meetings listed in section One (1) herein
does not permit Zellman to present at its association's National Meeting, then there shall
be no cancellation fees if _______ substitutes within the time period of this Agreement,
(and subject to Zellmans availability) another engagement(s) of like kind.
7. COMPENSATION AND PAYMENT
a. In consideration of the performance by Zellman of its obligations hereunder at the
twelve (12) 1998 National Meetings, and the twelve (12) 1999 National Meetings as
listed in Section one (1) hereof, _______ agrees to make payment to Zellman in the total
amount of $ 672, 000.00 plus reimbursement for all reasonable out-of-pocket
production and travel expenses. The estimate for travel expenses for two persons at all
twenty-four (24) National Meetings is $ 68,400.00. _______ will only be invoiced for
actual travel expenses incurred. Receipts for production and travel expenses will be
attached to each invoice. Invoices will be paid within 30 days after receipt by ______.
b. ______, agrees to make payments of $ 28,000.00 plus reimbursement for out-of-pocket
production and travel expenses to Zellman Productions upon completion of each of the
twenty-four (24) National Meetings.
c. ______, further agrees to License the use of Zellmans audio cassettes at the rate
of $3.00
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3
per cassette when used to promote one product and $3.50 per cassette when used to promote two products. At an average of 3,800 audio cassettes per National Meeting, it is estimated that the Licensing fees to be paid to Zellman by _______ will amount to
$319,200.00.
d. ______, agrees to make payments for all Zellman audio cassettes at the time they are
duplicated by ______. Out-of-pocket DAT production costs will be invoiced as incurred.

e. Zellman will not, without prior written consent of ______, undertake any commitments
nor incur liability on behalf of _______ in excess of the amounts set forth for each
National Meeting and as expressly provided for in this Agreement.
8.

RETURN OF (Company Name)_PROPERTY

Zellman will, upon the request of _______ at the expiration or termination of this Agreement,
return to _______ all _______ property then in Zellmans possession and will use its best efforts to
obtain and return to _______ all _______ property then in any third party's possession. As used
herein, "_______ property" shall include, but not be limited to, any information or materials
provided to Zellman by _______ in connection with the Project, and all items produced, created, or
caused to have been created by Zellman hereunder which have been produced and paid for by
_______ or which are covered by the terms of the non-exclusive license of Section eleven (11)
hereinafter.
8A

REPRESENTATIONS AND WARRANTIES

Zellman represents and warrants that any product prepared or supplied under this
agreement shall not infringe any copyright, patent, or trademark rights of any third party.
9.

CONFIDENTIAL INFORMATION

Zellman will not, both during and after the term of this Agreement, disclose to any person or
company, or use any _______ confidential information without the prior written consent of ______.
"Confidential Information" for purposes of this Agreement is defined as any information provided to
Zellman by _______ and relating to _______ existing or proposed products, markets, finances,
marketing or research plans, which information is not generally known to the public except
promotional material approved by _______ for release and use.
10.

INDEMNITY AND INSURANCE

a. Zellman agrees to indemnify and hold _______ harmless against any liabilities, claims,
suits, damages, and expenses (including, but not limited to, reasonable attorneys' fees)
arising out of any of the following:
(i)

Zellman's negligence or willful misconduct in Zellman's performance of its

obligations hereunder;

(ii) Zellmans failure to obtain any releases or assignments required in the performance
of the Project or for _______ to utilize any materials created in connection with the
Project;
(iii) Zellman's use of material or information provided by ______, which use isPage
not in 4
accordance with
_______ instructions or prior approval; or
(iv) Any infringement of copyright, invasion of privacy, or any other infringement of
rights
arising out of the work performed by Zellman hereunder.

b. _______ agrees to hold Zellman harmless against any liabilities, claims, suits, damages,
and expenses (including, but not limited to, reasonable attorneys' fees) arising out of
_______ _negligence or willful misconduct in _______ _performance of its obligations
hereunder for which _______ and Zellman are not insured. _______ agrees to maintain
general liability insurance covering its activities, including the performances of Zellman, at
each National Meeting.
11.

OWNERSEIIP AND NON-EXCLUSIVE LICENSE

a. _______ acknowledges that the productions of Zellman all involve education and
entertainment services pertaining to the sale of products and services of others. The
productions generally follow established scripts and formats adapted to the needs of the
customer and the products or services being promoted. Accordingly, Zellman shall retain all
ownership rights and copy rights to each production. The works produced by Zellman or
caused by Zellman to be produced hereunder for ______, including, but not limited to, any
mechanical and composite film used to produce printed material, electronic recordings,
photographs, printed matter, slides, and other works fixed in a tangible medium, shall n be
considered "works made for hire" as defined in the Copyright Act, 17 U.S.C. 101 et seq.
and, accordingly, all copyright interest in and to such works shall be retained and belong to
Zellman. Each production or work fixed in tangible medium shall contain an appropriate
copyright notice naming Zellman as the owner of the copyright.
b. Zellman hereby grants to _______ a limited, non-exclusive license in connection with the
sale and promotion of the products or services identified in this Agreement, to use all printed
material, electronic recordings, photographs, printed matter, slides, and other works fixed in a
tangible medium which are produced by Zellman, during each of the National Meetings.
_______ shall not disseminate such items other than during such National Meetings without
Zellman's prior written consent. Zellman, except in connection with work for _______
hereunder shall not use _______ _name, trademarks, service marks or any other _______
property or information without the express prior written consent of ______.

12.

TERMJOPTIONSITERMINATION/DEFAULT
a. This Agreement shall commence on January 1, 1998, and shall continue until
December 31, 1999.
b. Zellman hereby offers _______ the right of first refusal to extend this Agreement
beyond December 31, 1999 of the specified National Meetings, and at mutually agreed
upon rates, as long as Zellman is notified in writing by _______ of such intent by June
1, 1999.
c. If Zellman, for any reason other than illness, disability or family tragedy, shall fail to perform or fulfill, at any time and in the manner herein provided, any material obligation or
condition required to be performed or fulfilled by Zellman hereunder, and if Zellman
fails
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5
to remedy any such failure within ten (10) business days after receipt of written notice
thereof from ______, _______ shall have the right to terminate this Agreement upon
written notice to Zellman without any further liability whatsoever.

In the event that Zellmans failure to perform or fulfill any material obligation or condition
required to be performed or fulfilled by Zellman hereunder is the result of illness or
disability of Anton Zellman or a tragedy befalls the family of Anton Zellman and said
failure to perform or fulfill relates to attendance at a National Meeting or Meetings,
_______ shall not have the right to terminate this agreement but shall be entitled to a credit
for the amount due Zellman hereunder relative to the said National Meeting in question
unless Zellman shall have provided at Zellmans expense a substitute performer acceptable
to ______. In the event that said illness, disability or family tragedy shall continue so that
Anton Zellman is not able to be physically present and perform at National Meetings, even
though Zellman shall have provided an authorized substitute, _______ shall have the right
to terminate this agreement upon written notice to Zellman without any further liability,
except for liabilities already accrued pursuant to the terms of this agreement.
13.

INSPECTION AND AUDIT

Zellman agrees to maintain accurate records in connection with Zellman's performance of services for _______ hereunder. All papers, correspondence, data, information, reports, records, and
other sources of information relating to Zellman's performance hereunder, shall be held for a period
of three (3) years from termination of this Agreement and be available for inspection by _______
representatives upon reasonable prior notice and at reasonable times.
14.

GENERAL
a. Effect of Invalidity If any provision of this Agreement is held to be void or unenforceable
by or as a result of a determination of any court of competent jurisdiction, the decision of
which is binding upon the parties, the parties agree that such determination shall not result
in the nullity or unenforceability of the remaining portions of this Agreement.
b. Governing Law. This Agreement shall be construed according to the laws of the State of
Delaware, exclusive of choice-of-law rules. _______ and Zellman agree that any disputes
arising from the interpretation or application of this agreement shall be submitted to binding
arbitration under auspices of the American Arbitration Association in Wilmington,
Delaware and under the rules of that Association.
c. Waiver Either parties waiver or any breach or failure to enforce any of the terms or conditions of this Agreement, at any time, shall not in any way affect, limit or waive such
parties right thereafter to enforce and compel strict compliance with the terms and
conditions of this Agreement.
d. Independent Contractor Each of the parties hereto is an independent contractor, and
nothing herein contained shall be deemed to constitute the relationship of partners, joint
ventures, nor of principal and agent between the parties hereto. Neither party shall hold
itself out to third persons as purporting to act on behalf of, or serving as the agent of, the
other party. Zellman shall not be authorized to enter into any contracts or agreements nor
Page 6
make any representations regarding _______ or its products without the prior written
authorization of ______.

e. Assignment The parties recognize that Zellman's skills are special and unique and
therefore the parties agree that Zellman may not assign any of its obligations hereunder
without the prior written consent of ______. Any purported assignment without such
consent shall be void.
f. Notices Any notices required or permitted to be given under this Agreement shall be in writing and shall be delivered personally, by sending such notice by registered or certified mail,
postage prepaid, or by facsimile (promptly confirmed by such registered or certified mail)
addressed:
If to ______:

If to Zellman:

_______ Pharmaceuticals
1800 Concord Pike
PO. Box 15437
Wilmington, DE 19850-5437
Attention: D. Quillen
Facsimile #: (302) 886-7698
Zellman Productions
420 Springwood Court
Canton, GA 30115
Attention: Anton J. Zellman
Facsimile #: (770) 345-7265

g. Complete Agreement This Agreement contains the full and complete understanding between
_______
and Zellman with reference to the Project. No oral statements or agreements made prior to or
at the
signing of this Agreement shall supplement or modify the written terms hereof. Neither party
shall claim any amendment, modifications, waiver, or release from any provisions hereof by
mutual agreement, acknowledgment, or acceptance of purchase orders or otherwise, unless
the same is in writing, signed by each of the parties hereto, and specifically states the same is
an amendment of this Agreement.
Zellman Productions

(Company Name)

By:______________________________
By:_____________________________
Name:____________________________

Name:

:__________________________
Title:_____________________________
Title:____________________________
Date:_____________________________
Date:_____________________________

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