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
tony.morris@marriottharrison.co.uk
@TMOR_London
haveyouheardthemusic.blogspot.co.uk