PLAYDIGM Entertainment Licensing & Branding

My meeting this morning went very well with the producer I met a couple weeks ago.  He is dealing with a couple agents with William Morris Endeavor Entertainment in Hollywood and will pass on my information and screenplay Loglines plus my Galactic Gladiators comics and posters.

He also is interested in the script I wrote titled, Haida Gwaii Samurai.  I will go into detail about the projects I am developing in another post.

Time will tell if I will be represented by the most powerful entertainmet agency on the planet.  This is a great opportunity for me and their company.

Will keep you posted as things develop.

Sandford Tuey

I will complete the posts about Licensing Agreement clauses as soon as I deal with an opportunity that has arisen (could take a week).  During one of the Red Carpet events I was invited to during the Vancouver Film Festival ‘Talelight Night’ – I met a fellow writer who is represented by the William Morris agency in Los Angeles.  After some good conversation he offered to intro me to his Literary Agent to see if there might be any interest in representing me.

For those of you who are not yet aware that William Morris and Endeavor Agencies merged recently, each a powerful company in their own right, now form the world’s most powerful agency.  They represent some of the most famous celebrities and stars, plus have the power to change the lives of anyone they represent.

So I have been preparing materials for this Literary Agent (a couple screenplays, script one sheets, comic books, movie poster, cover letter, biography, and my C.V.  Even tossed in samples of my non-script writing as it may help convince the agent to rep me.  Wish me luck!

Only the most powerful agencies have the ability and connections to package deals that help sell a screenplay to a major producer or studio.  They can get scripts to directors, actors, producers and other important elements that could influence a decision by a studio executive to buy a project.

Having an agency like William Morris Endeavor represent you, is like winning a seat at the World Poker Tournament or making the big leagues after years in the minors.  It is a big big deal and every screenwriter knows it.

So play the cards life deals you and  hope you get pocket aces.

I will be celebrating the Canadian Thanksgiving holiday until October 14th because it is one of my favourite times of the year (until the next holiday of course).  I really look forward to celebrating the American Thanksgiving too!

I wonder how many other countries celebrate Thanksgiving at a different time of the year (better add those dates to my holiday calendar).

lol

Oh… here comes the boss – back to work.  Oops – I just looked in the mirror.

Enjoy the holiday and your family time!

Sandford

For the next few posts I will be breaking down a general Licensing Agreement clause-by-clause and giving brief explanations on what it all means. For the beginning of this series of posts, start at the first one dated Sept 14, 2009 (scroll down).

This is the next clause in a Licensing contract:

18.  INTEGRATION

18.1  This Agreement represents the entire understanding between the parties hereto with respect to the subject matter hereof and this Agreement supersedes all previous representations, understandings or agreements, oral or written, between the parties with respect to the subject matter hereof and cannot be modified except by a written instrument signed by the parties hereto.

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Basically  this clause outlines that what is written within this Agreement is the whole oral and written understanding and complete representation between both parties.   If there are any further changes, additions or agreements, they have to be in writing and signed by both parties.

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As most of you know, I am not a lawyer or an accountant and I recommend everyone seek their own legal counsel, accounting and tax advice in all contractual matters.

I provide consulting which is detailed on the ‘services’ page of this website.

Hope this contract breakdown helps you understand the intricacies of a Licensing Agreement. Should you have any questions contact me at info@Playdigm.com – please put ‘Your name & Licensing’ in the subject line of your email.

Thank you.

Sandford Tuey

For the next few posts I will be breaking down a general Licensing Agreement clause-by-clause and giving brief explanations on what it all means. For the beginning of this series of posts, start at the first one dated Sept 14, 2009 (scroll down).

This is the next clause in a Licensing contract:

17.   SEVERABILITY

17.1  In the event that any term or provision of this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other term or provision and this Agreement shall be interpreted and construed as if such term or provision, to the extent the same shall have been held to be invalid, illegal or unenforceable, had never been contained herein.

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The clause clarifies that if a term or provision (any part of the Agreement) is deemed illegal, invalid or unenforceable or is required to be removed for some reason, the contract remains in affect as if the term or provision was not in the contract ever.  This usually allows Agreements to stand and remain valid if a portion is tossed out by a court of law.

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As most of you know, I am not a lawyer or an accountant and I recommend everyone seek their own legal counsel, accounting and tax advice in all contractual matters.

I provide consulting which is detailed on the ‘services’ page of this website.

Hope this contract breakdown helps you understand the intricacies of a Licensing Agreement. Should you have any questions contact me at info@Playdigm.com – please put ‘Your name & Licensing’ in the subject line of your email.

Thank you.

Sandford Tuey

For the next few posts I will be breaking down a general Licensing Agreement clause-by-clause and giving brief explanations on what it all means. For the beginning of this series of posts, start at the first one dated Sept 14, 2009 (scroll down).

This is the next clause in a Licensing contract:

16.   CAPTIONS

16.  The Captions used in connection with the paragraphs and subparagraph sections are inserted only for purpose of reference.  Such Captions shall not be deemed to govern, limit, modify or in any other manner affect the scope, meaning or intent of the provisions of this Agreement or any part thereof nor shall such Captions otherwise be given any legal affect.

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This clause ensures that both parties understand that the headers or Captions of each contract clause, in no way has anything to do with the actual text of the Agreement.  The Captions are only to make it easier to locate certain parts of the contract.

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As most of you know, I am not a lawyer or an accountant and I recommend everyone seek their own legal counsel, accounting and tax advice in all contractual matters.

I provide consulting which is detailed on the ‘services’ page of this website.

Hope this contract breakdown helps you understand the intricacies of a Licensing Agreement. Should you have any questions contact me at info@Playdigm.com – please put ‘Your name & Licensing’ in the subject line of your email.

Thank you.

Sandford Tuey

For the next few posts I will be breaking down a general Licensing Agreement clause-by-clause and giving brief explanations on what it all means. For the beginning of this series of posts, start at the first one dated Sept 14, 2009 (scroll down).

This is the next clause in a Licensing contract:

13. POST-TERMINATION & EXPIRATION RIGHTS

13.1 If this Agreement is terminated under Section 12, the Licensee and their receivers, representatives, trustees, agents, administrators, successors and/or permitted assigns of the parties shall have no right to manufacture, offer for sale, sell, ship, advertise, promote and/or distribute Licensed Products or to use in any way any Promotional materials.

13.2 Upon termination or expiration of this Agreement notwithstanding anything to the contrary herein, all Royalties owed by Licensee to Licensor on sales, shipments and/or distributions theretofore made shall become due and payable within thirty (30) days. As well, all sales payments owed by Licensor to Licensee shall become due and payable within thirty (30) days.

13.3 After expiration of this Agreement under any provision other than section 12, both parties may dispose of all Licensed Products which are on hand or in the process of manufacture at the time notice of termination is received or upon the expiration of the then in effect Term of this contract, provided that the Royalties and Sales Payments (Section 13.2) with respect to these Licensed Products are paid.

13.4 Within sixty (60) days after termination or expiration of this Agreement, as the case may be, the Licensee shall deliver to the Licensor a statement indicating the number and description of the Licensed Products which it had on hand or in the process of manufacturing as of the expiration or termination date.
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The clause 13.1 states that if the Agreement is terminated under Section 12, the Licensee and any representatives of both parties shall have no right to manufacture, offer for sale, sell, ship, advertise, promote and/or distribute Licensed Products or to use in any way any Promotional materials.

13.2 then goes further to point out that if the agreement is terminates for other reasons or expires, then all Royalties owed by Licensee to Licensor are due and must be paid within thirty (30) days. As well, all sales payments owed by Licensor to Licensee are due and must be paid within thirty (30) days.

13.3 After expiration of this Agreement under any provision other than section 12, both parties may dispose (sell/give away/destroy) all Licensed Products which are on hand or in the process of manufacture at the the Licensee receives notice of termination or upon the expiration of the contract, provided that the Royalties and Sales Payments are paid.

Then 13.4 requires within sixty (60) days after termination or expiration of this Agreement, the Licensee shall deliver to the Licensor a statement indicating the number and description of the Licensed Products which it had on hand or in the process of manufacturing as of the expiration or termination date.
Regarding clause 13.4, I would now add that the final Royalty Statement include a total sum of all Licensed Products sold, including the amount of all the Royalties paid for record purposes.
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As most of you know, I am not a lawyer or an accountant and I recommend everyone seek their own legal counsel, accounting and tax advice in all contractual matters.

I provide consulting which is detailed on the ‘services’ page of this website.

Hope this contract breakdown helps you understand the intricacies of a Licensing Agreement. Should you have any questions contact me at info@Playdigm.com – please put ‘Your name & Licensing’ in the subject line of your email.

Thank you.

Sandford Tuey

For the next few posts I will be breaking down a general Licensing Agreement clause-by-clause and giving brief explanations on what it all means. For the beginning of this series of posts, start at the first one dated Sept 14, 2009 (scroll down).

This is the next clause in a Licensing contract:

15. APPLICABLE LAW AND DISPUTES

15.1 This Agreement shall be governed by the laws of the State of Florida and that any claims or disputes between the parties shall be resolved by arbitration in Orlando, Florida.

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This clause describes where any legal proceedings and disputes will take place and is usually in the district or territory where the Licensor resides. Note that the laws of the United States of America and specifically the state of Florida prevails over the Canadian and Provincial law of British Columbia where the Licensee resided.

Since the Licensee is the one that wants something from the Licensor, the Licensor usually requires any legal matters or disputes take place near them so it limits the Licensor’s future possible legal cost.

Another point to notice is that Arbitration is to be the first way to resolve any disputes or legal proceedings. If the arbitration does not resolve the matter where both parties are satisfied, then nothing stops either party from taking this further in a court of law.  The outcome of the Arbitration may affect the judge’s decision if this matter makes it through to a court decision or appeal.

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As most of you know, I am not a lawyer or an accountant and I recommend everyone seek their own legal counsel, accounting and tax advice in all contractual matters.

I provide consulting which is detailed on the ‘services’ page of this website.

Hope this contract breakdown helps you understand the intricacies of a Licensing Agreement. Should you have any questions contact me at info@Playdigm.com – please put ‘Your name & Licensing’ in the subject line of your email.

Thank you.

Sandford Tuey

For the next few posts I will be breaking down a general Licensing Agreement clause-by-clause and giving brief explanations on what it all means. For the beginning of this series of posts, start at the first one dated Sept 14, 2009 (scroll down).

This is the next clause in a Licensing contract:

14. RELATIONSHIP OF THE PARTIES

14.1 This Agreement does not create a partnership or joint venture between the parties other than explained in this Agreement.

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This clause is to make sure that it is understood that neither party has a vested interest in or to the other party and that there is not a partnership or joint venture between them. There is only the business that is clearly stated in the Licensing Contract, which is that the Licensor is allowing the Licensee to use it’s Property on or with the Licensed Product for a royalty.   Nothing more is being implied.

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As most of you know, I am not a lawyer or an accountant and I recommend everyone seek their own legal counsel, accounting and tax advice in all contractual matters.

I provide consulting which is detailed on the ‘services’ page of this website.

Hope this contract breakdown helps you understand the intricacies of a Licensing Agreement. Should you have any questions contact me at info@Playdigm.com – please put ‘Your name & Licensing’ in the subject line of your email.

Thank you.

Sandford Tuey

For the next few posts I will be breaking down a general Licensing Agreement clause-by-clause and giving brief explanations on what it all means. For the beginning of this series of posts, start at the first one dated Sept 14, 2009 (scroll down).

This is the next clause in a Licensing contract:

12 TERMINATION

12.1 This Agreement shall be terminated if any of the following occurs during the Terms of this Agreement:

(i) If the Licensed Product becomes subject to any voluntary or involuntary order of any government agency involving the recall of any of the Licensed Products and or Promotional Material because of safety, health, or other hazards or risks to the public.

(ii) If either party breaches any of the provisions of this Agreement relating to the unauthorized assertion of rights in the Property or Product.

(iii) Should Licensee fail to make timely payment of Royalties when due or fails to make timely submission of Royalty Statements when due, two or more times during a twelve month period.

(iv) If the Licensee files a petition in bankruptcy or is adjudicated a bankrupt or insolvent, or makes an assignment for the benefit of creditors, or an arrangement pursuant to any bankruptcy law, or if the Licensee discontinues its business, or if such a receiver is not discharged within sixty (60) days.

(v) Either party shall have the right to terminate this Agreement in the event that the other party commits a material breach of any other provision of this Agreement and said material breach is not cured within sixty (60) days of the notification of the termination.

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Clause 12.1 is broken down into sections described by roman numerals and if any of these points happen, then the Licensing Agreement is terminated.

(i) If the Licensee’s Product is subject to any voluntary or involuntary order of any government agency involving the recall of any of the Licensed Products and or Promotional Material because of safety, health, or other hazards or risks to the public, then the Agreement is subject to termination. This is self explanatory.

(ii) If either party attempts to assert a right (ownership or otherwise) to the other’s Property or Product, that is considered a breach of the Agreement and is subject to termination.

(iii) When a Licensee fails to make timely payment of Royalties or fails to make timely submissions of Royalty Statements when due, two or more times during a twelve month period the Agreement is subject to termination. Note that the twelve month period is not defined as a year (January to December) but could be construed as twelve months from the first late or non-payment. This should be written with a defined time period clearly stated.

(iv) If the Licensee files for bankruptcy or is forced into a bankruptcy or becomes insolvent (your accountant should inform you of this), or makes an assignment for the benefit of creditors, or an arrangement pursuant to any bankruptcy law, or if the Licensee discontinues its business (careful about this as not marketing your products for a period of time could activate this but that is why I recommend you do not have this in a Licensing Agreement if you are the Licensee/from the Licensor’s point of view it should remain in), or if such a receiver is not discharged within sixty (60) days. If the receiver is discharged within sixty days then this termination reason is void but make sure you contact the other party within the time period with proper documentation proving the receiver is no longer involved or the Licensor could say that it was not aware within the time period and hold this termination section as valid even though the Licensee had met the condition to continue the Agreement.

I don’t recommend that the Licensor be given the above sub-clause because the Licensee wants to use the Licensor’s Property if it is breaching this section of the Agreement or not.

(v) Either party shall have the right to terminate this Agreement in the event that the other party commits a material breach of any other provision of this Agreement and said material breach is not cured within sixty (60) days of the notification of the termination. So make sure both parties do not breach any of the clauses within the Agreement and everything will be fine.

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As most of you know, I am not a lawyer or an accountant and I recommend everyone seek their own legal counsel, accounting and tax advice in all contractual matters.

I provide consulting which is detailed on the ‘services’ page of this website.

Hope this contract breakdown helps you understand the intricacies of a Licensing Agreement. Should you have any questions contact me at info@Playdigm.com – please put ‘Your name & Licensing’ in the subject line of your email.

Thank you.

Sandford Tuey