Q: I just had someone send me an option agreement. I’m not going to lie… a lot of it is legal mumbo jumbo that I don’t fully understand but seems harmless. There’s one thing though that seems really weird. It says that the Producer is my “attorney-in-fact” with the power to sign documents on my behalf? This strikes me as really sketchy. Is this producer trying to pull something over on me?

A: I’m not going to tell you that the producer is not trying to pull one over on you. All the producer wants is the power to purchase a smallish yacht, a couple of European castles, a Picasso or two and some shrunken heads on your credit. So what if the producer wants to go all Nic Cage in your name? At least you’ll have a chance to be the next FreeCreditReport.com singer. Right?

Half-hearted attempts at humor aside, that provision alone isn’t going to lead to a life of used sub-compacts and catchy jingles that get stuck in my head for weeks at a time. It’s actually a very common provision (that admittedly tends to scare people who actually take the time to read their agreements). If the provisions in your agreement have titles, the one you’ve quoted is likely under the title “Further Documents.”

The overall purpose of your option agreement from the producer’s perspective is to give the producer the ability to exercise the option and purchase all the rights in your script. Let’s say that for some
reason your agreement isn’t enough to demonstrate the producer’s full ownership of the script or that the Producer needs an additional document signed (e.g., for copyright registration purposes) in order to evidence that he owns all the rights.

That’s where this provision comes in. In it, you first agree that you will sign any such documents the producer may need to demonstrate his rights. It will then go on to the language you quoted in your question which is a bit of back up protection for the producer. Let’s say the producer contacts you and asks you to fulfill your obligation to sign additional documents but you’re too busy watching the third season of Tim and Eric Awesome Show, Great Job! and you won’t do it. The Producer needs the document. Under the language you quoted from the “Further Documents” provision, you’ve granted the producer the right, in the face of your obstinance, to sign the document on your behalf. The term “attorney-in-fact” is just some legal mumbo jumbo giving the Producer the right to do this.

The truth is, I’ve never heard of anyone actually exercising their rights under such a provision. But they’re there so they’re something us lawyers can argue about. Thankfully, there’s not too much to haggle
over. The two things you should definitely demand: First, and most important, is to make sure that the producer’s right to sign documents on your behalf is limited only to those documents that are necessary to effectuate the terms of your option agreement. You obviously don’t want any shrunken head purchases in your name. Second, add language stating that the producer must promptly send you copies of all documents signed on your behalf.

Once you ensure you’ve got those two things, you can stop fretting over this provision. It may sound scary, but it’s really quite harmless (like most lawyers, actually). As your “attorney-in-fiction,” I would advise that your energies would be better spent freaking out about the rest of the agreement.

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LEGAL EASE is FIND's advice column on legal matters pertaining to the entertainment industry. To see other LEGAL EASE columns please click here. If you have a question for our lawyers, Jesse and Matt, please send them to us at web@filmindependent.org

© 2008 Greenberg Glusker Fields Claman & Machtinger LLP ("Greenberg Glusker"). All rights reserved. This Blog contains information of a general nature that is not intended to be legal advice and should not beconsidered or relied on as legal advice. Any reader of this Blog who has legal matters involving information addressed in this Blog should consult with an experienced entertainment attorney. This Blog does not create an attorney-client relationship with any reader of this Blog. Greenberg Glusker does not represent or warrant that this Blog contains information that is true or accurate in all respects or that is the mostcurrent or complete information on the subject matter covered. Matt Galsor and Jesse Saivar are attorneys in the entertainment transactional department of Greenberg Glusker Fields Claman & Machtinger LLP.

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