Transcript An Introduction to Contracts and Legal Issues for

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
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Whose earnings?
From what?
What expenses?
Will there be anything left?
Accounting
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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
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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


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
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

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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