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Programs Mon 7.2.2018

From the Archives: Deliverables Demystified (Legal Paperwork Edition)

EDITOR’S NOTE: The following blog originally ran in 2016. We’ve republishing it here, with minor edits to the original text. Enjoy!


Let’s say you made your movie, took it to festivals and somehow managed to sell the damn thing to an honest-to-god film distributor. Time to celebrate, right? Not so fast. There’s still a lot of work left to do, and the first order of business is to gather your film deliverables to hand off to your new BFFs, aka the folks who are actually going to put your passion project into theaters.

And while there are definitely plenty of physical and publicity materials you’ll need to provide (which we’ll talk about in a future column), today we’re going to roll up our sleeves and talk about the legal side of things—hope you like paperwork!

The complicated (and often daunting) world of legal deliverables was the subject of Film Independent’s November 29 “Deliverables Demystified” primer, featuring the expertise, insight and advice of Kirk Hamilton, Vice President of Indieworks, a division of Business Affairs, Inc., an LA-based law firm specializing in film, television and new media, offering legal services to filmmakers at all stages of production.

The key: to start the process as soon as possible, beginning with forming a “special-purpose vehicle” (SPV) to hold all of the legal documents pertaining to your film (and that one film only). The most popular of these is an LLC (Limited Liability Company), which are reasonably easy to set up, and which shield personal assets from any debts or liabilities pertaining to the film.

Make it official, get those signatures!

And while there are way, way (way) too many individual legal documents and clearances to go into in detail here, here are just a few important pieces of the legal puzzle that you’ll definitely want to have on your radar:

Talent agreements. Get everything on paper, early and always (not just often). This applies to friends and loved ones, too. Basically, anyone contributing to the production of your film in an above-the-line or key crew member capacity will need to agree to a set of terms including some version of the following: work-for-hire language, (meaning that the person’s contribution to the film is owned by the production company) , rights to the signee’s name, voice and likeness (for publicity and marketing materials) and a “waiver of injunctive relief” (which essentially says that if things go bad, the signer can only sue for money, not prevent the production or release of your movie).

Chain of title. This is the documentation (often several documents) capturing the complete history of ownership rights pertaining to your movie’s screenplay or original story. Chain-of-titles typically get more complicated the further they go back in time and the more documents and transfers that they involved. But regardless, your distributor will need to be assured that there are no disputes of ownership on your project.

Title report. A service provided by organizations like The Clearance Lab, among others, a title report a complete (or nearly complete) list of all copyrighted works of media that have the same title as your project. The best-case scenario is if there are either lots of projects with a similar title, or none at all.

Music licenses and clearances. This is its own knotty world that we’ve already covered in more detail here, but the important thing to be aware of is that music licenses come in two parts: Sync and Master-Use clearances. Sync refers to the actual composition of the music: melody, lyrics and arrangement. Master-Use is the actual studio recording of that composition by a specific artist or performer. You’ll likely need both.

Main Titles, end titles and billing block. This is pretty much what it sounds like: separate Word .doc files outlining, verbatim, everyone who is due to receive onscreen credit in your opening and closing title sequences, and what that credit is. The “billing block” is that funny, chunky bit of text found at the bottom of most movie posters which lists the credits of above-the-line cast and crew.

Yikes! Better have a nudity and simulated sex rider.

Nudity and simulated sex rider. If you’ve got a steamy erotic thriller, ribald sex farce or any other type of movie wherein bare skin and racy content play a big role, you’re going to want to make sure—in writing!—that the performers involved understand and consent to being depicted in this manner. This is especially important if your project’s sexiness is due to play a large role in how the film is marketed.

MPAA rating certificate. It’s pretty much guaranteed that your distributor will require that your film to be issued a rating issued by the Motion Picture Association of America, and some companies will require a certain rating as part of the distribution deal. So be sure to begin this process early—especially if you anticipate the need for further MPAA-friendly edits.

E&O insurance policy. The E and O here stand for “errors and omissions”— an additional insurance policy carried by the production to cover anything that, legally, may have been overlooked along the way. And since the occasional screw-up is an inevitable fact of life, this piece of coverage is critical. Hamilton’s sample deliverables list included not only proof of E&O itself, but also a copy of the insurance application and all attendant certificates.

No animals were harmed. Did you know that the familiar “no animals were harmed in the making…” disclaimer seen in the credits of most movies featuring non-human performers is actually a trademark of the American Humane Society? A copy of the disclaimer officially approved by the AHA will need to be issued to your production in order to use this language (and AHA representative present on set for scenes featuring the prominent use of animals).

Don’t mess with the guilds. If your movie was shot under the jurisdiction of the DGA and/or WGA, you will need a detailed list of all guild members receiving credit in your film, including names, loanout information, social security number and employee identification numbers, as well as job descriptions, plus guild approval on all main title and end credits language featuring the organization’s members.

You, bringing all of your legal deliverables to the distributor.

Whew! And that’s literally not even half of the legal documentation you’ll be expected and required to provide before finalizing everything with your distributors. It may seem overwhelming, but there are plenty of services out there (like those provided by Indieworks) that can make everything make sense. Doing the deliverables dance is often a lengthy process, but it doesn’t have to be (that) painful.

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