1607-1675 3 Howard Kleinberg Fonds,T
WORK FOR HIRE
OWNER/AUTHOR AGREEMENT
THIS AGREEMENT made this Z(1 day of March, 2004, by and between
HOWARD KLEINBERG ("Author"), whose address is 14510 i q COo2,T Miami
Florida 3315$, and STUART L. BLUMBERG] ("Owner"), whose address is 407 Lincoln ,
Road,
Suite 100, Miami Beach, Florida 33139.
THE AUTHOR AND THE OWNER AGREE THAT:
1. Title and Copyright Assignment
(a) Author and Owner intend this to be a contract for services and each considers the products
and results of the services to be rendered by Author hereunder (the "Work") to be a work made
for hire. Author acknowledges and agrees that the Work (and all rights therein, including,
without limitation, copyright) belongs to and shall be the sole and exclusive property of Owner.
Author agrees to research and write the Work which will be a history of hotels in Miami Beach,
Florida from the construction of the Browns Hotel to the construction of the Ritz Carlton Hotel.
(b) If for any reason the Work would not be considered a work made for hire under applicable
law, Author does hereby sell, assign, and transfer to Owner, its successors and assigns, the entire
right, title and interest in and to the copyright in the Work and any registrations and copyright
applications relating thereto and any renewals and extensions thereof, and in and to all works
based upon, derived from, or incorporating the Work, and in an to all income, royalties,
damages, claims and payments now or hereafter due or payable with respect thereto, and in and
to all causes of action, either in law or in equity for past, present, or future infringement based on
the copyrights, and in and to all rights corresponding to the foregoing throughout the world.
(c) If the Work is one to which the provisions of 17 U.S.C. 106A apply, the Author hereby
waives and appoints Owner t o assert o n the A uthor's behalf the A uthor's m oral rights o r any
equivalent rights regarding the form or extent of any alteration to the Work (including, without
limitation, removal or destruction) or the making of any derivative works based on the Work,
including, without limitation, photographs, drawings or other visual reproductions or the Work,
in any medium, for Owner purposes.
(d) Author agrees to execute all papers and to perform such other proper acts, as Owner may
deem necessary to secure for Owner or its designee the rights herein assigned.
2. Delivery of the Work
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(a) The Author will deliver to the Owner on or before twenty-four (24)Afrom the date set forth
above the completed Work (with all illustrations, charts, graphs, and other material, including
syllabi, handouts, reference lists, etc., in the medium mutually agreed upon for the Work) in form
and content satisfactory to the Owner.
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(b) If the Author fails to deliver the Work on time, the Owner will have the right to terminate this
Agreement and to recover from the Author any sums advanced in connection with the Work.
Upon such termination, the Author may not have the Work published elsewhere until such
advances have been repaid.
3. Quoted Material
With the exception of sltert excerpts from the Author's other works, which constitute fair use,
the Work will contain no material from other copyrighted works without a written consent of the
copyright holder. The Author will obtain such consents at his own expense after consultation
with the Owner and will file them with the Owner at the time the Work is delivered. Any
obligations associated with permissions will be the responsibility of the Author.
4. Author's Warranty
The Author warrants that he has full power and authority to make this Agreement; that the Work
does not infringe any copyright, violate any property rights, or contain any scandalous, libelous,
or unlawful matter. The Author will defend, indemnify, and hold harmless the Owner and/or its
licensees against all claims, suits, costs, damages, and expenses that the Owner and/or its
licensees may sustain by reason of any scandalous, libelous, or unlawful matter contained or
alleged to be contained in the Work or any infringement or violation by the Work of any
copyright or property right; and until such claim or suit has been settled or withdrawn, the Owner
may withhold any sums due the Author under this Agreement.
5. Consideration
In consideration for delivery of the Work in accordance with the provisions of this Agreement,
Owner shall pay Author the sum of$20,000.00 for researching and writing the Work, payable as
follows:
a. $10,000.00 upon the execution of this Agreementand
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b. The balance of$10,000.00 upon the ifttblietttierk of the Work.
6. Revisions
The Author's contribution is not a work expressing academic expertise requiring periodic review
and or revision and therefore, any revision or update to the work shall be done either by owner
directly or by separate agreement.
7. Term and Termination
(a) This Agreement shall remain in effect for twenty-four (24) months unless terminated earlier
in accordance with this Section 7.
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(b) In the event that either party shall be in default of its material obligations under this
Agreement and shall fail to remedy such default within fifteen (15) days after receipt of written
notice thereof, this Agreement shall terminate upon expiration of the fifteen (15) day period.
8. Options/Contracts with Third Parties
Nothing contained in Section 7 shall affect any license or other grant of rights, options, or
agreements made with third parties prior to the termination date or the rights of the Owner in the
income resulting from such agreements.
9. Amendments
The written provisions contained in this Agreement constitute the sole and entire agreement
made between the A uthor and the Owner concerning this Work, and any a mendments to this
Agreement shall not be valid unless made in writing and signed by both parties.
10. Construction, Binding Effect, and Assignment
This Agreement shall be construed and interpreted according to the laws of the State of Florida
and shall be binding upon the parties hereto, their heirs, successors, assigns, and personal
representatives
IN WITNESS W HEREOF, the parties h ave duly execute. his agreement as o f t he d ate first
written above.
WITNESSES• OW "R. /
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