Entertainment Licensing & Branding Blog

The staff of Playthings, announced that the Los Angeles appeals court stayed a pending court-ordered recall of MGA Entertainment’s BRATZ dolls.  This allows the doll’s to continue to be sold.

Chief Judge Alex Kozinski and Circuit Judges Stephen S. Trott and Kim McLane Wardlaw of the US Court of Appeals for the Ninth Circuit filed the stay Wednesday following an appellate hearing on the case earlier in the day.

“The Court’s stay is good news for all Bratz fans and for anyone who cares about fair competition,” said Isaac Larian, CEO of MGA Entertainment. “It keeps Bratz on the shelves, allows MGA Entertainment to continue meeting consumer demand for new Bratz products, and prevents Mattel from taking control of the billion-dollar international Bratz brand built by MGA Entertainment while the Court makes its final decision. We are gratified by the Court’s decision and look forward to receiving the Court’s decision on our appeal.”

The judges would see MGA and Mattel to attempt to settle the dispute over Bratz’s future through “expedited participation in this court’s mediation program.”

Last year, a court ruled that Bratz’ creator, Carter Bryant, had been under contract to Mattel when he designed the initial concept and hence granted Bratz rights to Mattel. MGA was subsequently ordered by U.S. District Judge Stephen Larson to stop selling Bratz dolls at the end of 2009 and transfer all related material to Mattel.

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I find it interesting that even though the rights to the BRATZ doll line are now the owned by Mattel, MGA still gets to sell their version of the brand throughout another Christmas season.  As we all know, ‘It’s all about the money and using the court system to make more money.’

For those in the know on this mixed up license scenario, the key is to ensure the license and ownership terms are clear and identified in the contract between the Licensor and the Licensee.  See my Clause-by-Clause breakdown of a complete Licensing Agreement to ensure your brand does not end up with a similar fate.  Scroll down…

Cheers!

Sandford Tuey

info@Playdigm.com

I thank Playthings Magazine for the educational use of the copyrighted article above my personal remarks.

Juggling physical objects takes as much coordination as multitasking mental tasks, projects and goals.  Many people pride themselves on the ability to do many things simultaneously, but is there a limit to the number of things a human can achieve at one time?

Ever try to comb your hair and brush your teeth at the same time? Done it.

Or walk, chew gum and Twitter?  Okay, that is easy.

How about juggling a chain saw, bowling ball and flaming torch?  Seen it and was very impressed.

To juggle many things effectively needs practice or we put our success at risk.  Having too many goals can dilute our ability to complete each individual project as fast as it could have been done if it was our sole priority.  Giving one or two goals/tasks our full attention, allows these to move forward quicker.  What about when there is nothing else you can do at the moment to advance your Priority A goal?

From my own experience, I keep track of the progress of each goal/task to ensure that I don’t fall behind on one because I allocated too much time to the others that I enjoy doing.  It’s common nature to do the things you like to do more than those that you really would rather not do.

Having too many goals can become overwhelming and cumbersome. Some goals start out easy enough but when we add more to our mental plate they may overlap or conflict with each other. Ever had two clients or investors want appointments at the same time and date?  Quantity of goals can hurt the quality of your goals.

Be like a pro and keep only a few projects moving at once. Choose to put one, two or three in the air at any one time and you will have more success plus complete them faster then if you have ten or more going simultaneously. Your efficiency will go up and your stress will go down.

Mind you, you can have more projects on the back burner and keep shuffling those that become active or have more forward movement then the ones you are focusing on.  That way, a project never gets totally cold or dead and everyone knows a dormant project can become the talk of the town once a major element becomes attached (star/director/producer/studio or writer) or media coverage draws heat.

Once a month take a break and assess which of your goals are really worth juggling and in what priority order. Focus on those with deadlines or need to be addressed immediately. The others can be worked on the weekends or in your spare time.

By prioritizing the important goals and spending the necessary amount of time, you will achieve better results faster and more efficiently.  Success breeds success and positive attitude, which in turn, leads to more goals being completed faster and so on…

So choose two or three major goals/tasks and put them on the front burners. Move the less important ones to the back burners.  Once one is completed, move another from the back burner to the front and repeat.

Don’t get me wrong. Always have seven to ten projects/goals in the fire and deal with the hottest one at the time.  You will find that the most important iron may become cold or be on hold until some one else accomplishes something.  While you are waiting for others to catch up, focus on your next most important thing on your list and so on.  Once the main priority project/task is red hot again, carry on with it.

Of course if you have the people to assign some of your tasks/goals to, then delegate away.

Don’t forget to play hard too. Vacations can  freshen the mind and body allowing you to refocus on the tasks/goals at hand even more.

Over time you will actually accomplish more by juggling less.

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Contact Sandford Tuey at info@Playdigm.com and get your questions answered.

When there is a breach of a Licensing Agreement this causes a conflict between the Licensor and Licensee.  Problems of this nature are usually due to the Licensee not living up to the full agreement in some way. Rarely is it the fault of the Licensor (who really just wants to earn income on their Property the Licensee wants to utilize.

If the Licensee is not able to correct the problem within an agreed upon time frame (usually stated in the Agreement), then a material breach has been  made and the Licensor may take legal action to either have the Licensee correct the breach or have the licensing contract terminated.

What needs to be done is ensure that in the licensing contract there are clauses that plainly state what consequences will happen if - a, b or c breach is not corrected within a clearly defined time period. This way it is evident to all parties involved what will happen and it helps judges overseeing court cases make good, quick decisions and fair compensation settlements during the legal process.

The other way to solve this matter is to have the Licensee agree that all the possible breaches, even minor ones, are considered total material breaches of the contract and to have the penalties and/or compensation defined for each breach clause. It is hard for either party to argue in court that they were not in a total breach if the phrase is stated plainly that it is (in every breach clause) and what exactly will happen if this breach is not corrected within the proper time limit.

Penalties for breach of a Licensing Agreement can range from immediate termination of the contract to financial penalties and other concessions that both parties need to agree to during the creation of the Licensing Agreement.

Of course, the best case scenario is to have both parties live up to the Licensing Agreement in full.  Some of the above could also be taken into consideration for almost any contract.

Sandford Tuey

Entertainment Licensing and Branding Specialist

info@Playdigm.com

With every Licensing Agreement there should be attached a one page summary of the agreement that highlights the Property being licensed and what the most significant conditions and terms are.  Here is the Schedule ‘A’ used in the Licensing Agreement between my corporation and the American Automobile Association, which allowed the usage of the AAA logo on my educational board game titled - THE FRIENDLY FREEWAY.

SCHEDULE A

PROPERTY:  AMERICAN AUTOMOBILE ASSOCIATION Name, Motif and Logo as described in diagram section of this Schedule.

Here was the diagram of the three A’s within an oval circle with the words American Automobile Association underneath it.

LICENSEE PRODUCT DESCRIPTION:  Educational Board game titled:

“THE FRIENDLY FREEWAY”  including and/or all components, designs, characters, and reference materials including with this game design, Copyrights and Trademarks.

TERRITORIES:  WORLD WIDE.

INITIAL TERM:  Three (3) Years From _____ to _____.

TERM OPTION:  As per this Contractual Agreement.

ROYALTY PERCENTAGE:   7.5 % from Net Wholesale Price or 75 cents  whichever is greater.

SPECIAL PROVISIONS:  Refer to this Contractual Agreement.

LICENSOR and LICENSEE can also sign the bottom of Schedule ‘A’.  That way any one can see that the parameters of the entire understanding between the two parties is outlined on one page and agreed to because both signatories have signed the Schedule A as well as the actual Licensing Agreement.

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Schedule ‘A’ is an important attachment to the actual Licensing Agreement since it visualizes and describes the Property that is going to be licensed.  Most Trademarks are diagrams and need to be shown to get a good representation of what they look like and to ensure there is no misunderstanding between the two parties on what is really being licensed.

The Licensee Product description is important to clarify what exactly will be allowed to use the Property on.  Put every version of the product(s) that will be utilizing the Property, including all any and all advertising and marketing materials.

Some contracts allow for World Wide usage of the Property, where others will allow only one country or a group of nations.  Make this as clear as possible by naming every nation if you do not have World Wide usage.  This will ensure there are no misunderstandings on where the Property can be used.

The Term can be for any time period agreed by both parties.  I recommend that you put a clear date from and to, with possible extensions if any are allowed.  Ask for no less than three years.

Royalty amounts can vary from contract to contract and here is where the skill of a good Licensing Specialist can help secure a deal but also a great royalty price.  This negotiation stage is the most important and my expertise is in this area.  Several times I have been able to secure a better royalty rate and/or contract conditions than the lawyers representing both parties, all because of my previous licensing negotiation experience and skilled win-win-win techniques that legal counsels do not specialize in.

In this Licensing Agreement I believed it was in our interest to have a percentage based royalty (7.5 %) because the Canadian currency was rising, yet the American Automobile Association desired a fixed royalty rate of seventy-five ($.75) cents to ensure a minimum fee per product sold.  That is why there is both a percentage royalty rate and a minimum fee royalty rate.

Any Special Provisions or Additional important facts can also be included.

Having both Parties sign the bottom of the Schedule ‘A’ allows for only this one page summary to be shown to third parties, instead of the entire Licensing Agreement (to prove there is an agreement for the usage of the Property).  It also helps make it look more official.

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For the beginning of this series of posts, start at the first one dated Sept 14, 2009 (scroll down).

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 services and more details are on the ’services’ page of this website.

I 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’ & the word ‘Licensing’ in the subject line of your email.

Thank you.

Sandford Tuey

Well this clause concludes the Licensing Agreement that was signed between my company and the American Automobile Association that allowed the usage of the AAA logo on a game that I invented.  THE FRIENDLY FREEWAY helps teach children how to read a map, legend, left & right, North-South-East-West, and basic sign comprehension.

The next post will be explaining ‘Schedule A’ of the Licensing Agreement which is a one page overview attached to the contract.  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:

19.  NOTICE and EXECUTION

19. Any Notice or other communication provided for herein or given hereunder to a party shall be in writing and shall be delivered by registered mail or in person to the parties at the addresses set out below:

(a)  to the Licensor at :

“The Licensor’s address.”

ATTENTION: Contact name.

(b) to the Licensee at :

“The Licensee’s address.”

ATTENTION: Sandford Tuey

or such other address with respect to a party as such party shall notify the other in writing as above provided. All notices shall be deemed made upon actual notification or mailing as provided for above, whichever shall occur earlier; provided, however, that notice by mailing shall not be deemed to have been made until delivered.

IN WITNESS WHEREOF the parties hereto have executed this agreement as of the day, month and year first above written.

The Corporate Seal of the Licensor.

______________________________

Authorized Signatory

The Corporate Seal of the Licensee

______________________________

Authorized Signatory

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The Notice portion of a Licensing Agreement just ensures that both parties have the correct contact information for each.  It also details the legal methods of contact, in this case - registered mail or by handing a document to the other party.  Note that it is the date the document is actually received that is the correct and legal date of receipt.

It is common now to allow email or fax as a legal method of contact but any method needs to be described in this section to be approved.

Only the proper signatory can sign or endorse a contract on behalf of each party.  Usually this person is identified by name and I recommend to always ensure that the person’s name is printed underneath the signature plus a detail explaining what position this person has with the company (if a corporation is involved).  This makes it easy for all involved to know who are signing the contract.  The days of company seals being needed to endorse a contract are pretty much over so don’t concern yourself with that.

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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.

I 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

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