An Introduction to Contracts and Legal Issues for Film Makers Raindance Tuesday 13 November 2012 Presented by Tony Morris

Acquire Own Control Police & Protect Monetise Rights, Rights, Rights

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 Why is Intellectual Property important?

Cash to produce Integrity of the project/creative control Income Future projects  existing works  future/new works Balancing the Contract Producer/Creators’ 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 Balancing the Contract Funder’s considerations

Original underlying literary work Screenplay writer Director Producer Principal production agreements Assignments Licences Chain-of-Title All of those documents required to show an unchallengeable legal right to own and exploit an audio-visual property

Principal performers Other Performers Composer/musicians Crew Locations Third party licences (clearances) Finance Other Contracts Required

Offer Acceptance Consideration  money  promise/obligation Intention to create legal relations Certainty of terms The Basics of a Contract

Assignments of copyright Problems with intellectual property  unwritten licences  unwritten consents eg performers Oral/written Correspondence/ Formal document Does a Contract need to be in Writing?

Subject to Contract Letter of intent Heads of Agreement NDA/Confidentiality Agreement Time of the essence Without prejudice Some Important Terminology

What makes up a Contract (1) 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 Getting it wrong is easier than getting it right

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

Net Proceeds = Gross Earnings – Expenses BUT Whose earnings? From what? What expenses? Will there be anything left? Participation

Record Keeping Reporting Accounting Payment Inspection and audit Accounting

Copyright Moral rights Performers’ rights Confidential information Trade marks Others What is Intellectual Property?

Where Intellectual Property is to be found Audio visual productions Written content; scripts and other material Photographs Drawings and other iconography Diagrams Musical compositions Sound recordings Formats Websites Software Publicity and advertising material Training material Trade/service marks (registered and unregistered) Brochures

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…

Writer Director Writer of original dialogue Composer of music written for the film Copyright in a film or other audio visual expires 70 years after the death of the last of the authors Quick guide to Copyright… (2)

Author of the work is first owner of copyright Full-time employees Commissioned Works Works made for hire Works of joint authorship Who Owns a Copyright?

Story/underlying literary work  Characters Screenplay Title/trade mark/get up Performances Music/composition/recording Existing third party material: photos, pictures, audio-visual footage Principal Rights in a Film

Compositions Arrangements Performances Recordings Exclusive recording rights Music publishing Music

Other audio visual media Literary Computer games Merchandise Soundtrack Applications Ancillary Rights

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 Protecting a Format

DON’T GIVE AWAY WHAT YOU DON’T NEED TO GIVE AWAY

Tony Morris haveyouheardthemusic.blogspot.co.uk For Advice