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An Introduction to Contracts and Legal Issues for Film Makers Raindance Tuesday 13 November 2012 Presented by Tony Morris Rights, Rights, Rights • Acquire • Own • Control • Police & Protect • Monetise Why is Intellectual Property important? • IP is at the heart of all media productions • Core asset of a media/production company • Every production consists of works that are dependent on IP • IP is an asset that has value, sometimes not perceived until too late • Owning or controlling sufficient rights in IP is crucial for all those engaged in the creation, financing, management and exploitation of media productions • Ownership and control exercised through contract Balancing the Contract Producer/Creators’ considerations • Cash to produce • Integrity of the project/creative control • Income • Future projects existing works future/new works Balancing the Contract Funder’s considerations • Security IP right to use IP income derived from IP • Who owns the IP? Who created it? • Contracts assignment licence: may be limited in time, territory, media • Chain-of-title Chain-of-Title All of those documents required to show an unchallengeable legal right to own and exploit an audio-visual property • Original underlying literary work • Screenplay writer • Director • Producer • Principal production agreements • Assignments • Licences Other Contracts Required • Principal performers • Other Performers • Composer/musicians • Crew • Locations • Third party licences (clearances) • Finance The Basics of a Contract • Offer • Acceptance • Consideration money promise/obligation • Intention to create legal relations • Certainty of terms Does a Contract need to be in Writing? • • Assignments of copyright Problems with intellectual property unwritten licences unwritten consents eg performers • Oral/written • Correspondence/email • Formal document Some Important Terminology • Subject to Contract • Letter of intent • Heads of Agreement • NDA/Confidentiality Agreement • Time of the essence • Without prejudice What makes up a Contract (1) Getting it wrong is easier than getting it right Parties: Precise/full legal names PKA Addresses/registered office Registered number Recitals: Explain the background to the deal Operative Part: Definitions Principal Purpose Each party’s respective obligations Time/time for performance Rights period What makes up a Contract (2) Operative part (cont’d) Consideration: advance/instalments royalties Copyright: assignment/licence Moral rights: paternity (credit) integrity Warranties Accounting and audit Termination – basis for/consequences Notices Governing law/dispute resolution Participation • Net Proceeds = Gross Earnings – Expenses BUT • • • • Whose earnings? From what? What expenses? Will there be anything left? Accounting • • • • • Record Keeping Reporting Accounting Payment Inspection and audit What is Intellectual Property? • Copyright • Moral rights • Performers’ rights • Confidential information • Trade marks • Others Where Intellectual Property is to be found • Audio visual productions • Formats • Written content; scripts and other material • Websites • Photographs • Drawings and other iconography • Diagrams • Software • Publicity and advertising material • Training material • Musical compositions • Trade/service marks (registered and unregistered) • Sound recordings • Brochures Quick guide to Copyright… • No copyright in an idea • Original literary, dramatic, musical or artistic works which are recorded in a permanent form • Copyright expires 70 years after author’s death • Sound recordings 70 years from date of first publication to the public (ie release) Quick guide to Copyright… (2) Copyright in a film or other audio visual expires 70 years after the death of the last of the authors • • • • Writer Director Writer of original dialogue Composer of music written for the film Who Owns a Copyright? • Author of the work is first owner of copyright • Full-time employees • Commissioned Works • Works made for hire • Works of joint authorship Principal Rights in a Film • Story/underlying literary work Characters • Screenplay • Title/trade mark/get up • Performances • Music/composition/recording • Existing third party material: photos, pictures, audio-visual footage Music • Compositions • Arrangements • Performances • Recordings • Exclusive recording rights • Music publishing Ancillary Rights • Other audio visual media • Literary • Computer games • Merchandise • Soundtrack • Applications Protecting a Format • No copyright in an idea – only the expression of an idea • NDA/ Confidentiality Agreement • Detailed description of the format • how the programme works look and feel set design and other art work catch-phrases characters story-lines Scripts Make a pilot DON’T GIVE AWAY WHAT YOU DON’T NEED TO GIVE AWAY For Advice Tony Morris 020 7209 2093 [email protected] @TMOR_London haveyouheardthemusic.blogspot.co.uk
