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fotonchev
06-27-2012, 04:21 AM
I just received a release form from a high profile producer with the following contradictory clauses:

5. RIGHTS AND OBLIGATIONS: For good and valuable consideration, the receipt and sufficiency of which I hereby acknowledge, including, without limitation your execution of this Agreement and your agreeing to cause the Material to be reviewed:
(a) I agree that you have no obligations to me except as set forth in this Agreement, and that no other obligations exist or shall exist or shall be deemed to exist. I further acknowledge that at this time you have no intent to compensate me in any way and I have no expectation (and, at the time of submission, had no expectation) of receiving any compensation. You agree, however, that except as provided in Paragraph 5.(b), you will not use the Material unless you shall pay me an amount for such use which you and I shall mutually agree upon. I understand and agree that your use of property containing elements similar to or identical with protectible literary property


6. ASSIGNMENT OF RIGHTS: If you should decide to use the Material pursuant to Paragraph 5(a), then I shall promptly sign and deliver to you a purchase of rights agreement which you shall send to me. Such agreement shall be in form generally used for agreements of such type. Such agreement shall provide, in substance and among other things, that in return for your paying me the reasonable value of the Material I shall sell, grant and assign to you, your successors, assigns and licensees, exclusively, in perpetuity throughout the universe, all rights of every kind and nature, whether now known or hereafter devised, in and to the Material and all elements and components embodied therein (collectively, “Granted Rights”). The “reasonable value,” as used herein, shall be determined as of the date of this Agreement, and I acknowledge and agree that the maximum reasonable value of the Material, in its entirety, is an amount equal to the minimum compensation provided for the writing of equivalent material in the Writers Guild of America Theatrical and Television Basic Agreement. I further acknowledge and agree that the Granted Rights shall include, without limitation, all theatrical, television, non-theatrical, home video, publishing, music, merchandising, and all other ancillary and subsidiary rights, copyrights and rights of copyright, in all languages, all without any restrictions, limitations or conditions of any kind, and that I shall, to the maximum extent allowed, expressly waive, in perpetuity, without limitation, any and all rights in law, equity or otherwise, which I may have or claim to have under any law relating to the “moral rights of authors” or any similar law or principle throughout the universe and that you may make such changes, deletions, additions, use or otherwise of the Material as you in your sole discretion may from time to time determine.


In my understanding they have no rights to use if we don't agree on the amount, and on the other side they force me not to ask for more than the WGA minimum? Pls give me an advice, shall I ask them directly about fixing the form, or there are just 2 options - sign or go f**k yourself?

Thanks in advance for your opinion!

Manchester
06-27-2012, 07:09 AM
Actually, it may be worse than you think. That is, the deal may be - at his option - that you must sign and fornicate yourself.

Consider this text:6. ASSIGNMENT OF RIGHTS: If you should decide to use the Material pursuant to Paragraph 5(a), then I shall promptly sign and deliver to you a purchase of rights agreement which you shall send to me. Such agreement shall be in form generally used for agreements of such type.
I dunno if this is what is intended, but paragraphs 5 and 6 could be read to mean that if he wants it, you must agree to give it to him at that minimum price.

IOW, simply by signing the form and submitting your script - In return for his considering your script, you may be essentially giving him an option at the minimum WGA rate.

Again, this may not be what is intended and other provisions of the agreement may indicate otherwise, but the above is one way to interpret those to paragraphs.

jtwg50
06-27-2012, 07:50 AM
Foton: You are being a little paranoid. Although most Hollywood agreements read or sound like incomprehensible gibberish to the rest of us, few if any agreements are ever written to screw the writer.
All the two provisions are saying is that 1) You will be paid if the script is bought, and 2) If that happens, you will receive the WGA minimum as the previously agreed to price.
Considering how many DD'ers sell scripts (via Ink Tip or "independent producers," etc.) at below WGA minimum, you should be happy.
If, on the other hand, you think you have a blockbuster script that can incite a bidding war, WGA minimum is not that great.
But if you don't have a good agent or manager to guide you -- or at least an experienced entertainment lawyer -- you should take this agreement (and hopefully the money) and run...
But there's nothing wrong with the agreement. It's pretty standard.
HOWEVER: Never sign ANYTHING in Hollywood without first consulting with a good entertainment lawyer. It will only cost you a few hundred dollars, if that, to get a professional opinion and proper guidance.

fotonchev
06-27-2012, 08:14 AM
Foton: You are being a little paranoid. Although most Hollywood agreements read or sound like incomprehensible gibberish to the rest of us, few if any agreements are ever written to screw the writer.
All the two provisions are saying is that 1) You will be paid if the script is bought, and 2) If that happens, you will receive the WGA minimum as the previously agreed to price.
Considering how many DD'ers sell scripts (via Ink Tip or "independent producers," etc.) at below WGA minimum, you should be happy.
If, on the other hand, you think you have a blockbuster script that can incite a bidding war, WGA minimum is not that great.
But if you don't have a good agent or manager to guide you -- or at least an experienced entertainment lawyer -- you should take this agreement (and hopefully the money) and run...
But there's nothing wrong with the agreement. It's pretty standard.
HOWEVER: Never sign ANYTHING in Hollywood without first consulting with a good entertainment lawyer. It will only cost you a few hundred dollars, if that, to get a professional opinion and proper guidance.

Thanks for the answer. I'll tell you why I'm being paranoid. The point is that basically I've got a novel, the screenplay is based on, and also a comic book is in works. With this agreement they take all of my work (and there is an artist attached to the comic book), which is kind of non-acceptable to me. I don't mind to take the min WGA rate for the screenplay but I'm not selling the publishing rights ATM. And they were aware of the book/comics existence in the query.

Done Deal Pro
06-27-2012, 08:27 AM
Thanks for the answer. I'll tell you why I'm being paranoid. The point is that basically I've got a novel, the screenplay is based on, and also a comic book is in works. With this agreement they take all of my work (and there is an artist attached to the comic book), which is kind of non-acceptable to me. I don't mind to take the min WGA rate for the screenplay but I'm not selling the publishing rights ATM. And they were aware of the book/comics existence in the query.

If this is the case, you so need to get a lawyer involved if you don't already have one. Seriously. Get someone to read the agreement over for you before you potentially lose everything and sign a really bad "deal." If you are not getting enough from the option to make it even worth it to get a lawyer, then I'd probably go so far as to say don't even do it.

You need legal advice to be safe, of course.

fotonchev
06-27-2012, 08:40 AM
If this is the case, you so need to get a lawyer involved if you don't already have one. Seriously. Get someone to read the agreement over for you before you potentially lose everything and sign a really bad "deal." If you are not getting enough from the option to make it even worth it to get a lawyer, then I'd probably go so far as to say don't even do it.

You need legal advice to be safe, of course.

Uff, lawyer, good point, but the problem is that I don't live in USA, and over here in Europe I'm not sure a local entertainment lawyer could be of any help.

Craig Mazin
06-27-2012, 08:42 AM
If you don't have a lawyer look over this contract for you, you're daft.

fotonchev
06-27-2012, 08:55 AM
If you don't have a lawyer look over this contract for you, you're daft.

Wow, thanks Craig, good to hear a word from such a great writer. Yep, I'll consult a local lawyer at least. But I almost made up my mind - even if it's just for a read from a top producer, I'll try them changing the form, otherwise I prefer to keep the rights for myself, I invested too much into this story (the novel will grow to trilogy probably) just to give away everything.

polfilmblog
06-27-2012, 03:17 PM
"I don't mind to take the min WGA rate for the screenplay but I'm not selling the publishing rights ATM. And they were aware of the book/comics existence in the query."

Sounds like you just made the majors (need to play hardball / American reference, nevermind).

They want it all, and they do want to screw you, but only if they come to the conclusion it's good. I'd never heard of a submission release locking in the price before, but here we are, corporate lawyerspeak, the next generation. It's a brave new world, and I hope you get a lawyer and retain some of your rights. I would make a list of things that aren't negotiable and things that are, and have that prepared before talking to the lawyer.

Good luck.

polfilmblog
06-27-2012, 03:27 PM
PS, this sounds fishy and may not be legal in the US:

"6. ASSIGNMENT OF RIGHTS: If you should decide to use the Material pursuant to Paragraph 5(a), then I shall promptly sign and deliver to you a purchase of rights agreement"

You can't force someone to sign some future unspecified deal. You are only signing what you sign, here, as far as I can discern. You cannot be compelled to sign some future agreement, the terms of which are not even presented to you or agreed upon at this time. Any lawyers in the house?

This bothers me immensely:

"The “reasonable value,” as used herein, shall be determined as of the date of this Agreement, and I acknowledge and agree that the maximum reasonable value of the Material, in its entirety, is an amount equal to the minimum compensation provided for the writing of equivalent material in the Writers Guild of America Theatrical and Television Basic Agreement."


You might strike out "maximum reasonable value" and write in "minimum reasonable value" and initial it. :)

jtwg50
06-27-2012, 05:24 PM
Foton: I hope you will take this in the spirit it's offered -- I am only trying to be helpful. But I do have credentials. I am repped by a very good agent who actually sells scripts, I have one deal under my belt, I was an every-issue writer for Script Magazine for two years until it ceased print publication earlier this year, and I used to work at Paramount when I lived in L.A.
Beware stupid advice from people who know little or nothing except their own opinions-- like PolFilm, who is advising you to scratch out "maximum," insert "minimum and initial it.
That could very well kill any interest before you even get read, or have an offer.
Instead, follow Mazin's advice. Show the agreement to a qualified entertainment lawyer -- in L.A., not overseas.
Once he approves it, sign it and then hope they love your script enough to actually offer to buy or option/develop it.
As I am sure you understand, the odds against an option or sale, in general, are very long. And assuming there will be interest, don't blow it now by coming off as "difficult." That is the kiss of death in this business.
GET A LAWYER'S ADVICE AND ACT ACCORDINGLY. If any neogitiation of the terms is required, have him or her do it. Do not attempt it yourself. You are not qualified.

fotonchev
06-28-2012, 02:57 AM
Thanks everyone, I'll try to find an lawyer in L.A. that can review the submission form on-line and will act accordingly.

DavidK
07-01-2012, 04:51 AM
Uff, lawyer, good point, but the problem is that I don't live in USA, and over here in Europe I'm not sure a local entertainment lawyer could be of any help.

If you are in Europe the type of lawyer to look for is a copyright and/or media lawyer. They perform very similar functions to what is known as an entertainment attorney in the US. If you are in London you could try someone like Tom Hope.

And good advice from jtgw50. Those clauses are very standard and not anti-writer. Further, while the unmodified standard contract assigns all rights in the work and all ancillary works to the producer/studio, it's rarely difficult for a writer to retain the rights in associated original work such as a novel or comic book.

They are not trying to screw you and any good entertainment or copyright lawyer can negotiate adjustments to the contract to secure literary and some other rights if the work is yours.

polfilmblog
07-01-2012, 11:11 PM
jtwg50:
"Beware stupid advice from people who know little or nothing except their own opinions-- like PolFilm, who is advising you to scratch out "maximum," insert "minimum and initial it."

Did you not notice the smiley face posted after the line? Is that too subtle for some here?

Is this thing on?

You crossed the line when you postured as if you **** all about me. Point of fact, I mentioned getting a lawyer IN THE PRECEDING POST, genius.

And, of course, they are trying to screw him and get the print rights as standard policy. He needs to try and get them back.

fotonchev
07-01-2012, 11:56 PM
Pls stop fighting, we are supposed to be a grown up people. Everyone has it's own points. It depends on the company after all - if they like your work they'll probably negotiate just to have you as a future option. If their aim is to screw you they will, even without an agreement.

But hey, no worries, it's just the first part of the story. Someone has to write the second one, if the project ever gets to the big screen! And I'm the only one who really knows what's happening.