## Moral Rights Waiver Agreement

### Table of Contents

1. Introduction
2. Definitions
3. Waiver of Moral Rights
4. Representations and Warranties
5. Indemnification
6. Governing Law and Jurisdiction
7. Entire Agreement
8. Severability
9. Notices
10. Waiver of Jury Trial

### Introduction

This Moral Rights Waiver Agreement ("Agreement") is made and entered into as of [DATE] by and between [ARTIST NAME], residing at [ARTIST ADDRESS] ("Artist"), and [COMMISSIONER NAME], residing at [COMMISSIONER ADDRESS] ("Commissioner").

### Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below:

* **"Commissioned Work"** means the original work of art created by the Artist pursuant to the terms of this Agreement.
* **"Moral Rights"** means the rights of the Artist, as set forth in the Copyright Act, 2001, to:
    * **Attribution:** The right to be identified as the author of the Commissioned Work.
    * **Integrity:** The right to object to any distortion, mutilation, or other modification of the Commissioned Work that would be prejudicial to the Artist's honor or reputation.

### Waiver of Moral Rights

The Artist hereby irrevocably waives all of the Artist's Moral Rights in and to the Commissioned Work, including but not limited to the rights of attribution and integrity, in favor of the Commissioner. The Artist acknowledges and agrees that the Commissioner shall have the exclusive right to use, reproduce, modify, adapt, publish, distribute, and exploit the Commissioned Work in any manner whatsoever, without any obligation to the Artist.

### Representations and Warranties

The Artist represents and warrants to the Commissioner that:

* The Artist is the sole and exclusive owner of all right, title, and interest in and to the Commissioned Work, including all Moral Rights.
* The Artist has the full right, power, and authority to enter into this Agreement and to grant the rights and licenses herein granted.
* The Commissioned Work does not infringe upon the rights of any third party.

### Indemnification

The Artist agrees to indemnify, defend, and hold harmless the Commissioner from and against any and all claims, demands, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of the Artist's representations and warranties contained herein, or any infringement of the rights of any third party by the Commissioned Work.

### Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of Kenya.

### Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

### Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck from this Agreement and the remaining provisions shall remain in full force and effect.

### Notices

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, or sent by overnight courier service, addressed as follows:

If to the Artist:
[ARTIST NAME]
[ARTIST ADDRESS]

If to the Commissioner:
[COMMISSIONER NAME]
[COMMISSIONER ADDRESS]

### Waiver of Jury Trial

The parties hereby waive their right to a jury trial in any action or proceeding arising out of or relating to this Agreement.

**IN WITNESS WHEREOF,** the parties have executed this Agreement as of the date first written above.

**[ARTIST SIGNATURE]**

**[ARTIST NAME]**

**[COMMISSIONER SIGNATURE]**

**[COMMISSIONER NAME]**

**Sources:**

* **Copyright Act, 2001:** This Act defines and protects the rights of authors, including moral rights.
* **The Constitution of Kenya, 2010:** This document establishes the legal framework for the protection of intellectual property rights in Kenya.

**Note:** This is a sample agreement and may not be suitable for all situations. It is recommended that you consult with a legal professional to ensure that the agreement is appropriate for your specific needs.


## Moral Rights Waiver Agreement

This Moral Rights Waiver Agreement ("Agreement") is made and entered into as of [Date] by and between [Artist Full Name], residing at [Artist Address] ("Artist"), and [Client Full Name], residing at [Client Address] ("Client").

### 1. Introduction

This Agreement sets forth the terms and conditions under which Artist agrees to waive certain moral rights in connection with a commissioned work of art ("Work") to be created by Artist for Client.

### 2. Commissioned Work

2.1. Artist agrees to create the Work, which shall consist of [Description of the Work].

2.2. The Work shall be delivered to Client on or before [Date].

### 3. Moral Rights Waiver

3.1. Artist hereby waives all moral rights in the Work, including but not limited to:

* **The right of attribution:** Artist waives the right to be identified as the creator of the Work, and Client may use the Work without attributing it to Artist.
* **The right of integrity:** Artist waives the right to object to any modification, alteration, or distortion of the Work that may be prejudicial to Artist's honor or reputation.
* **The right of disclosure:** Artist waives the right to object to the public disclosure of the Work, including any reproduction, distribution, or exhibition of the Work.

3.2. Artist acknowledges and agrees that Client shall have the exclusive right to use, reproduce, distribute, exhibit, and otherwise exploit the Work in any manner Client deems fit, without any further consent or approval from Artist.

3.3. Artist acknowledges and agrees that Client may modify, alter, or distort the Work in any manner Client deems fit, without any further consent or approval from Artist.

3.4. Artist acknowledges and agrees that Client may disclose the Work to the public in any manner Client deems fit, without any further consent or approval from Artist.

### 4. Consideration

4.1. In consideration of Artist's waiver of moral rights in the Work, Client agrees to pay Artist the sum of [Amount] upon delivery of the Work.

### 5. Entire Agreement

5.1. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

### 6. Governing Law

6.1. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya.

### 7. Severability

7.1. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck from this Agreement and the remaining provisions shall remain in full force and effect.

### 8. Notices

8.1. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by overnight courier service, addressed as follows:

If to Artist:
[Artist Full Name]
[Artist Address]

If to Client:
[Client Full Name]
[Client Address]

### 9. Waiver

9.1. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any other or subsequent breach.

### 10. Binding Effect

10.1. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

### 11. Counterparts

11.1. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

**Artist:**

[Artist Signature]

[Artist Printed Name]

**Client:**

[Client Signature]

[Client Printed Name]

### Table of Contents

1. Introduction
2. Commissioned Work
3. Moral Rights Waiver
4. Consideration
5. Entire Agreement
6. Governing Law
7. Severability
8. Notices
9. Waiver
10. Binding Effect
11. Counterparts

### TLDR

This agreement outlines the terms and conditions under which an artist waives their moral rights in a commissioned work of art. The artist waives the right to be identified as the creator, the right to object to modifications, and the right to object to public disclosure. In exchange, the client agrees to pay the artist a specified sum upon delivery of the work.

### Sources

- [Copyright Act, 2001](https://www.kenyalaw.org/kenya-law/copyright-act-2001)
- [Visual Artists Rights Act (VARA) of 1990](https://www.copyright.gov/circs/circ14.pdf)

### Case Laws

- **The case of *Castillo v. G&M Realty L.P.* (2021)**: This case involved a dispute over the destruction of a mural painted by an artist on a building owned by the defendant. The Second Circuit Court of Appeals held that the artist had a right to prevent the destruction of the mural under VARA. This case highlights the importance of moral rights in protecting the integrity of an artist's work.

- **The case of *5Pointz v. Wolkoff* (2020)**: This case involved a group of graffiti artists who sued a developer for destroying their artwork without their consent. The court awarded the artists $6.75 million in damages, finding that the developer had violated the artists' moral rights under VARA. This case demonstrates the potential financial consequences of violating an artist's moral rights.

---

***

## Sample Moral Rights Waiver Agreement

This Moral Rights Waiver Agreement ("Agreement") is made and entered into as of [Date] by and between [Artist Full Name], residing at [Artist Address] ("Artist"), and [Client Full Name], residing at [Client Address] ("Client").

### 1. Introduction

This Agreement sets forth the terms and conditions under which Artist agrees to waive certain moral rights in connection with a commissioned work of art ("Work") to be created by Artist for Client.

### 2. Commissioned Work

2.1. Artist agrees to create the Work, which shall consist of [Description of the Work].

2.2. The Work shall be delivered to Client on or before [Date].

### 3. Moral Rights Waiver

3.1. Artist hereby waives all moral rights in the Work, including but not limited to:

* **The right of attribution:** Artist waives the right to be identified as the creator of the Work, and Client may use the Work without attributing it to Artist.
* **The right of integrity:** Artist waives the right to object to any modification, alteration, or distortion of the Work that may be prejudicial to Artist's honor or reputation.
* **The right of disclosure:** Artist waives the right to object to the public disclosure of the Work, including any reproduction, distribution, or exhibition of the Work.

3.2. Artist acknowledges and agrees that Client shall have the exclusive right to use, reproduce, distribute, exhibit, and otherwise exploit the Work in any manner Client deems fit, without any further consent or approval from Artist.

3.3. Artist acknowledges and agrees that Client may modify, alter, or distort the Work in any manner Client deems fit, without any further consent or approval from Artist.

3.4. Artist acknowledges and agrees that Client may disclose the Work to the public in any manner Client deems fit, without any further consent or approval from Artist.

### 4. Consideration

4.1. In consideration of Artist's waiver of moral rights in the Work, Client agrees to pay Artist the sum of [Amount] upon delivery of the Work.

### 5. Entire Agreement

5.1. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

### 6. Governing Law

6.1. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya.

### 7. Severability

7.1. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck from this Agreement and the remaining provisions shall remain in full force and effect.

### 8. Notices

8.1. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by overnight courier service, addressed as follows:

If to Artist:
[Artist Full Name]
[Artist Address]

If to Client:
[Client Full Name]
[Client Address]

### 9. Waiver

9.1. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any other or subsequent breach.

### 10. Binding Effect

10.1. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

### 11. Counterparts

11.1. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

**Artist:**

[Artist Signature]

[Artist Printed Name]

**Client:**

[Client Signature]

[Client Printed Name]

---

***


### Moral Rights Waiver Agreement for an Artist's Commissioned Work

---

#### Table of Contents

1. Introduction
2. Definitions
3. Scope of the Agreement
4. Waiver of Moral Rights
5. Artist's Rights and Obligations
6. Commissioner's Rights and Obligations
7. Termination
8. Governing Law
9. Dispute Resolution
10. Miscellaneous Provisions
11. Signatures

---

### 1. Introduction

This Moral Rights Waiver Agreement ("Agreement") is made and entered into on [Date], by and between:

- **[Artist's Full Name]**, an individual residing at [Artist's Address] ("Artist"), and
- **[Commissioner's Full Name]**, an individual/corporation with a principal place of business at [Commissioner's Address] ("Commissioner").

The Artist and the Commissioner are collectively referred to as the "Parties" and individually as a "Party."

### 2. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

- **"Work"**: The artistic work created by the Artist as commissioned by the Commissioner, described in detail in Exhibit A attached hereto.
- **"Moral Rights"**: The rights of attribution, the right to have the Work published anonymously or pseudonymously, and the right to the integrity of the Work, as recognized under the Copyright Act, Cap 130 of the Laws of Kenya.
- **"Commissioned Work"**: The specific artistic work created by the Artist at the request of the Commissioner.

### 3. Scope of the Agreement

This Agreement pertains to the waiver of the Artist's Moral Rights in the Commissioned Work. The Artist agrees to waive certain Moral Rights as specified in this Agreement, and the Commissioner agrees to the terms and conditions set forth herein.

### 4. Waiver of Moral Rights

4.1 **Waiver**: The Artist hereby irrevocably waives, in favor of the Commissioner, all Moral Rights in the Commissioned Work, including but not limited to:

- The right to be identified as the author of the Work.
- The right to object to any distortion, mutilation, or other modification of the Work that would be prejudicial to the Artist's honor or reputation.
- The right to withdraw the Work from the public domain.

4.2 **Extent of Waiver**: This waiver applies to all uses of the Commissioned Work, including but not limited to reproduction, distribution, public display, and the creation of derivative works.

### 5. Artist's Rights and Obligations

5.1 **Creation of Work**: The Artist agrees to create the Commissioned Work in accordance with the specifications provided by the Commissioner, as detailed in Exhibit A.

5.2 **Delivery**: The Artist shall deliver the completed Work to the Commissioner by [Delivery Date].

5.3 **Warranty**: The Artist warrants that the Work is original and does not infringe upon the rights of any third party.

### 6. Commissioner's Rights and Obligations

6.1 **Payment**: The Commissioner agrees to pay the Artist a total fee of [Amount] for the creation of the Work, payable as follows: [Payment Terms].

6.2 **Use of Work**: The Commissioner shall have the right to use the Work in any manner, including but not limited to reproduction, distribution, public display, and the creation of derivative works.

6.3 **Credit**: The Commissioner agrees to credit the Artist as the creator of the Work in all instances where the Work is used, unless otherwise agreed in writing.

### 7. Termination

7.1 **Termination by Mutual Agreement**: This Agreement may be terminated by mutual written consent of both Parties.

7.2 **Termination for Breach**: Either Party may terminate this Agreement upon written notice to the other Party if the other Party breaches any material term of this Agreement and fails to cure such breach within [Number] days after receiving written notice thereof.

### 8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya.

### 9. Dispute Resolution

Any disputes arising out of or in connection with this Agreement shall be resolved through mediation. If mediation fails, the dispute shall be submitted to arbitration in accordance with the rules of the Chartered Institute of Arbitrators, Kenya Branch. The decision of the arbitrator shall be final and binding on both Parties.

### 10. Miscellaneous Provisions

10.1 **Entire Agreement**: This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, and representations, whether oral or written.

10.2 **Amendments**: Any amendments to this Agreement must be in writing and signed by both Parties.

10.3 **Severability**: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

10.4 **Notices**: All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in the mail, postage prepaid, addressed to the respective Party at the address set forth above.

### 11. Signatures

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

---

**Artist:**

__________________________  
[Artist's Full Name]  
[Date]

**Commissioner:**

__________________________  
[Commissioner's Full Name]  
[Date]

---

**Exhibit A: Description of the Commissioned Work**

[Detailed description of the Work, including dimensions, materials, and any specific requirements or instructions provided by the Commissioner.]

---

### Conclusion

This Moral Rights Waiver Agreement ensures that the Artist waives certain moral rights in favor of the Commissioner, allowing the Commissioner to use the commissioned work freely. It also outlines the rights and obligations of both parties, providing a clear framework for the creation and use of the commissioned work.

### TLDR

A Moral Rights Waiver Agreement allows an artist to waive certain rights in their commissioned work, enabling the commissioner to use the work freely. This agreement outlines the rights and obligations of both parties and ensures compliance with Kenyan law.

---

Sources:
- [Kenya Copyright Act, Cap 130](https://www.wipo.int/edocs/lexdocs/laws/en/ke/ke019en.pdf)
- [Kenya Law Reports](http://kenyalaw.org/)

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Draft a moral rights waiver agreement for an artist's commissioned work