PLAYDIGM Entertainment Licensing & Branding

I was asked what the difference between Branding and Licensing is.

Here is the simple answer:

BRANDING is the method and strategies that help the public become aware of your product or service and to keep them interested, loyal and involved with your brand.

LICENSING is the system and work required to legally allow a person or company the right to use or produce your product or service.  Usually this is via a Licensing contract.

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Orders for the FROM THE MIND TO THE MARKET – ebook will be available in late 2009. Pre-order now by contacting  Info@Playdigm.com  and for further information. (c) Tuey All Rights Reserved.

Confidentiality Agreements (also known as a Non-Disclosure Agreement) can be signed prior to telling someone about your product, project, invention or other sensitive information is revealed to any one else. Confidentiality Agreements can not stop someone from taking your information or passing it onto others, but it will help in a court of law, should you need to use the legal system to stop the breach of such an agreement and be compensated for that breach. Without such a contract in place there is no protection.

So before telling someone about your great idea for a screenplay, novel, album, invention, product, or entertainment brand, ask yourself, “Will this person reveal my concept to someone else?” If the answer is a possible yes, then prior to disclosing anything, get them to sign a Confidentiality Agreement.

All this type of contract does is to ensure that the party you are revealing information to is obligated to keep it confidential. If they do not, then you have a legal position to be compensated.

However, basic contract structure needs to be understood before creating any agreement so I will attempt to do that and breakdown in layman’s terms, a Confidentiality Agreement’s basic clauses at the same time.

Confidentiality Agreement and Basic Contract Structure

Usually a contract opens with the standard confirmation date line.

Identify the legal name and address of the Discloser of the information and the Recepient of the information – Party A and Party B.

Then preamble like the following:

It is understood and agreed that the Discloser and the Recipient would like to exchange certain information that may be considered confidential. To ensure the protection of such information and in consideration of the agreement to exchange said information, the parties agree as follows:

1. The confidential information to be disclosed by Discloser under this Agreement (”Confidential Information”) can be described as and includes:

Technical and business information relating to Discloser’s proprietary ideas, patentable ideas, copyrights and/or trade secrets, existing and/or contemplated products and services, software, schematics, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, and current or future business plans and models, regardless of whether such information is designated as “Confidential Information” at the time of its disclosure.

In addition to the above, Confidential Information shall also include, and the Recipient shall have a duty to protect, other confidential and/or sensitive information which is (a) disclosed by Discloser in writing and marked as confidential (or with other similar designation) at the time of disclosure; and/or (b) disclosed by Discloser in any other manner and identified as confidential at the time of disclosure and is also summarized and designated as confidential in a written memorandum delivered to Recipient within thirty (30) days of the disclosure.

Recepient Party B is receiving the confidential information and must keep the revealed information secret and confidential and will not reveal it to anyone directly or indirectly, or to a any third party unless given permission by Discloser Party A in writing.

2. Recipient shall use the Confidential Information only for the purpose of evaluating potential business and investment relationships with Discloser. Or for purposes described in writing by the Owner of the Confidential Information.

3. Recipient shall limit disclosure of Confidential Information within its own organization to its directors, officers, partners, members and/or employees having a need to know and shall not disclose Confidential Information to any third party (whether an individual, corporation, or other entity) without the prior written consent of Discloser. Recipient shall have satisfied its obligations under this paragraph if it takes affirmative measures to ensure compliance with these confidentiality obligations by its employees, agents, consultants and others who are permitted access to or use of the Confidential Information who are also, held to this Agreement.

4. This Agreement imposes no obligation upon Recipient with respect to any Confidential Information (a) that was in Recipient’s possession before receipt from Discloser; (b) is or becomes a matter of public knowledge through no fault of Recipient; (c) is rightfully received by Recipient from a third party not owing a duty of confidentiality to the Discloser; (d) is disclosed without a duty of confidentiality to a third party by, or with the authorization of, Discloser; or (e) is independently developed by Recipient.

5. Discloser warrants that he/she has the right to make the disclosures under this Agreement.

6. This Agreement shall not be construed as creating, conveying, transferring, granting or conferring upon the Recipient any rights, license or authority in or to the information exchanged, except the limited right to use Confidential Information specified in paragraph 2. Furthermore and specifically, no license or conveyance of any intellectual property rights is granted or implied by this Agreement.

7. Neither party has an obligation under this Agreement to purchase any service, goods, or intangibles from the other party. Discloser may, at its sole discretion, using its own information, offer such products and/or services for sale and modify them or discontinue sale at any time. Furthermore, both parties acknowledge and agree that the exchange of information under this Agreement shall not commit or bind either party to any present or future contractual relationship (except as specifically stated herein), nor shall the exchange of information be construed as an inducement to act or not to act in any given manner.

8. Neither party shall be liable to the other in any manner whatsoever for any decisions, obligations, costs or expenses incurred, changes in business practices, plans, organization, products, services, or otherwise, based on either party’s decision to use or rely on any information exchanged under this Agreement.

9. If there is a breach or threatened breach of any provision of this Agreement, it is agreed and understood that Discloser shall have adequate remedy in money or other damages and accordingly shall be entitled to injunctive relief; and Recepient agrees that such breach would cause Discloser considerable harm and financial loss, No specification in this Agreement of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of this Agreement.

10. This Agreement states the entire agreement between the parties concerning the disclosure of Confidential Information and supersedes any prior agreements, understandings, or representations with respect thereto. Any addition or modification to this Agreement must be made in writing and signed by authorized representatives of both parties. This Agreement is made under and shall be construed according to the laws of the State of __________, U.S.A. In the event that this agreement is breached, any and all disputes must be settled in a court of competent jurisdiction in the State of __________, U.S.A.

11. If any of the provisions of this Agreement are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the Agreement as a whole.

WHEREFORE, the parties acknowledge that they have read and understand this Agreement and voluntarily accept the duties and obligations set forth herein.

Recipient of Confidential Information:

Name (Print or Type):

Company:

Title:

Address:

City, State & Zip:

Signature:

Date:

Discloser of Confidential Information:

Name (Print of Type):

Company:

Title:

Address:

City, State & Zip:

Signature:

Date:

* The most important clauses are the ones referring to the Keeping confidential  the released information and that if the Recepient does not do so, then compensation and damages will be awarded to the Discloser. This is where the legal system will acknowledge that compensation should be allocated to Party A if a court case arises from the illegal transfer of the confidential information.

SIGNATURES of all the Parties to be involved in this Agreement are required to sign.  In some jurisdictions Witnesses are needed to confirm that those signing are truly the ones designated on the document. Check the territory you are signing the contract in to ensure that this is required or not.

Keep it as short as possible. No more than two pages. I have had people refuse to sign a Confidentiality Agreement longer than two pages because it tends to put a red flag up in their mind and some think it is not worth the hassle to hear an idea if they may accidentally talk about it.

I am not a lawyer but I have common sense. Some say, “If it is not in writing it don’t exist.” Even though oral agreements are binding contracts in most jurisdictions they can become a scenario of ‘she said – he said – no I did not’. So the clearer any deal is expressed in writing, the better for everyone. Especially you!

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Orders for the FROM THE MIND TO THE MARKET – ebook will be available in late 2009. Preorder now by contacting Info@Playdigm.com and for further information. (c) Tuey All Rights Reserved.

Want to save some money?

So you are doing lunch or talking over coffee about some great idea or project until you agree to do something for someone and/or vice versa. Entering into a verbal agreement with a person(s) is as legal as a binding written agreement. So be careful what you say or commit to. Everyone knows you should always consult with legal counsel on any contractual matters or legal agreements, but lets say this is the long weekend or you can’t reach your lawyer for some reason or you are a poor starving artist.

In the spur of the moment you shake hands and realize that you have just entered into a verbal agreement without a signed written contract.  Nothing is in writing.  Both parties should draw up an agreement to sign but again, lets say there is no access to printers or legal counsel or some unknown reason both parties can’t sign anything at this time.  Trust me it happens.

Doing your homework before engaging a lawyer can save you a substantial amount of money. What I mean is after your meeting go somewhere and write down ‘your understanding’ of what you are committed to do and what the other party has agreed to do.  Then email a letter to the other person/group with all these points.  This is the first record of a deal.

If there is any future dispute, winning the case all comes down to evidence and the talents of the lawyer you retain.  Note the following:

1) The best case is to get it in writing and all involved signing a contract.

2) If not able to do so, here are a couple ways to protect your position in a deal.

a) Verbal Agreements are a binding contract but it is important to sign a contract explaining in detail what both parties will be doing and what compensation each is expected.  Record your understanding in a daytimer.

b) After a meeting where a verbal commitment is now expected from you and the other party, how to prove what was said and agreed upon? Well start by sending a follow-up email or letter indicating that you enjoyed the meeting on such-and-such date and look forward to achieving the goals both agreed to. Then write exactly what you believe the verbal understanding is and send it to the other party.  Don’t forget anything.

Should the deal fall apart for any reason and it becomes necessary to go to arbitration or court to sort things out, then the legal system will appreciate what ever evidence that can be reviewed. Even an email that lays out the conditions of the agreement from only one parties side.

If the receiving party of your email does not respond negatively or challenge any of your points and understanding of your agreement, most likely the email will be accepted as a good representation of the agreement. Otherwise, if the email was not the complete understanding of both parties, the other party would have responded to clarify exactly how they interpret the contract. Their silence could be deemed consent of the written facts expressed in your email. Believe me,  it is better than nothing to help substantiate your verbal contract.

3) Audio and video tape records are good, as long as it is legal in your jurisdiction (check with police on that). During a conversation (telephone or live) make sure all parties involved are identified and participating in the conversation, try and fit in the date as well.

It is my understanding in Canada, that it is legal to record someone without having to inform them you are doing so (as long as you participate in the conversation). For example. You can not record other people at another table in a restaurant without being involved in that conversation. That is considered eavesdropping and is illegal.

For those living in America, I would love to know how this is reflected in the law, so if you know  – post a comment.

In the end, if the verbal contract turns into a disagreement  and a ‘he said – she said scenario’, over who agreed to what, a judge will most likely agree to what was written and delivered to the other party.  If the other party does not respond, then what was laid out and received, is most likely the correct understanding of the agreement, or why didn’t the receiving party not bring up any changes or alterations to the only written version of it.

Bottom line is – “Always be careful what you say and agree to”.

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Orders for the FROM THE MIND TO THE MARKET – ebook will be available in 2009. Preorder now by contacting Info@Playdigm.com and for further information. (c) Tuey All Rights Reserved.

Creating a Logo for a company or a Trademark for a product or service is not easy. There are many things that you have to take into consideration before registering it or putting money up for letterhead and promotion.

Logos and Trademarks have the following needs in common:

1) Both have to be catchy and easy to remember.

2) They should also be easy to spell or at the least, once seen, easy to spell. A good example is Xerox (originates from the name of a Greek God) but is better known today as a company name. At first, no one knew how to spell it or what it meant, but after hearing it, they remembered it because it was so unique. Yet until most consumers saw the name, they may not have known how to spell it. After a certain period of advertising and branding their logo, people all over the world now know it.

3) The Font style should be in the flavor of the product and its market or the company’s industry. Keep it clean and easy to read. Don’t get caught up with the fancy fonts and ensure that everyone is able to make the title out without too much eyestrain. You can create your own original font but again, ensure it is easy to read and it enhances the theme of the project.

4) The Logo, Trademark or Company name will usually be protected as a domain name for a website address. Shorter is better. No one wants to have to type a paragraph each time they decide to visit your website.

5) Color adds impact, is important and varies to personal taste. Keep it easy to see, yet in the flavor of the product or company’s line of business. When you get into four color logos and Trademarks, the price to print letterhead, signs and promotional materials increases accordingly.

6) Pictures and Photos are good as it makes it easier for international audiences and consumers to recognize your brand (especially if they don’t read the language on the box). Apple Computers use an apple and Toys R Us uses a Giraffe, Coca-cola uses their wavy letters and the shape of their bottle, these are things that everyone knows. I recommend clients to incorporate something alive with international appeal.

7) Some say Trademarks can be controversial, and in some industries that could be an asset. You see hard names for metal rock bands and soft ones for children’s toys. You wouldn’t want to try and market a harsh word to kids. I’m sure you get my drift here.

When jotting down a bunch of Logo and Trademark names, run them by your close friends and family who will keep them confidential. This feedback will help in deciding their viability. Repeat the chosen ones out loud to hear them spoken. If they sound the same as another ‘non-related’ word, that could be a spelling problem for consumers. Playdigm has been mis-spelled as Playdime by people who have only heard the name, but once they see how it is spelled this is solved. I even added the phrase – PLAYDIGM ‘A Shift in Entertainment’ as a way to remind people that it is a play off the word ‘paradigm’.

9) Graphic Design companies can charge thousands of dollars for coming up with a good Trademarks and Logos, so the more developed your idea is prior to engaging an artist or graphic designer, the less the up front cost will be. I consult on these matters and enjoy this creative process.

Prior to approving any design, remember that the Logo or Trademark will be what the world will know you and your product by. So make sure you can live with it. It is less expensive to change it before the printing and advertising campaign commences. A good example is when the World Wrestling Federation had to change it’s title to World Wrestling Entertainment, due to the previous first use of the World Wildlife Fund.

Most importantly, your name should stand out from the millions of other logos and Trademarks bombarding us from around the world. So be unique, as it will help you achieve global awareness faster.

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Orders for the FROM THE MIND TO THE MARKET – e-book will be available in 2009. Preorder now by contacting Info@Playdigm.com and for further information. (c) Tuey All Rights Reserved.

I’ve been there… Two in the morning, waking up from a dead sleep because a great idea popped into your head. You debate if you should go back to the dream or climb out of bed and write the idea down.

This has happened so many times to me that I have purchased a micro-recorder so I don’t have to get up at all. I just reach over while still laying there, flip the switch on and explain to the machine, the idea or product in as much detail as I can recall.

For example: In the summer of 1984 I had just completed a three hour karate class, got home and had a couple beers while watching The Tonight Show. Johnny Carson was interviewing two of the designers of Trivial Pursuit (Horn – Abbott). One of them said, :”There will never be another game as successful as ours because all subject matter has been covered in game form.”

I stood up and said to the television, “There are no martial art board games.” After the show ended, I went to sleep and dreamed that I was playing a martial arts board game with friends of mine. I awoke the next day and explained this dream and game to my immediate family and friends. Everyone liked the idea so I started working on a prototype.

Now everyone has played a board game or two in their lifetime, so they know the basic components that are part of one. I started to draw the board first, each playing space just as I recalled seeing them in my dream. Then the painstaking tasks of drawing the pictures for the Opponent Cards, the text layout for the Urgent and Ying Yang Cards, until I finally had a rough prototype to play test.

Boy did we (my friends and family) ever play test the hell out of that game. We played it hundreds of times, which allowed us to tweak it here and there, making it the product you see today on shelves around the world and available online. However, it was missing one very important thing…

The title of the game in my dream was – THE ORIGINAL BRUCE LEE MARTIAL ARTS GAME. I had no idea how to get permission to use Bruce Lee’s name and likeness, there was also the famous photo of him from ‘ENTER THE DRAGON’ (with his right hand outstretched and the other holding a Nunchuku). This was on the box in my dream and even though everyone (including me) thought there was almost no chance to license Bruce Lee, I at least would try.

So after a telephone call to Black Belt magazine and a call to the legal counsel of the Bruce Lee estate, I was asked to send them a prototype for review.

The one I had made was not worthy to show anyone other than those helping me test the game. Since this was before photoshop and good computers (the Coleco Adam ruled the world then), I was forced to paste up an image from the ‘Enter the Dragon’ poster as the box top, then scratch each letter from a stencil one at a time for the game’s title above.

Then I did this repeatedly for all four sides (in slightly smaller stencil font size) and the back of the box, which also had another photo of Bruce Lee. Then I paid for a professional photographer to photograph this flat artwork-collage. Once it was developed and blown up I cut the two pictures out so that I could fold both the top and bottom into a book style box shape. This looked better than expected and was full color. No color copiers back then.

After hand cutting out the three decks of cards, the Ying Yang cards were circular and more of a challenge, I inserted each deck inside the box. I added a bag of black bingo chips (each chip represents ten hours of training necessary to learn different types of martial arts to gain higher belt levels).

The board took the longest time because of the painstaking slow task to glue the typed (on an electric typewriter) words of each game space and the inner spaces where players move their tokens upon. I have real respect for the old typeset guys who had to do all-night paste-up sessions.

I bought some small army men, to be able to use the Japanese guy holding the sword. I needed six as the Bruce Lee board game can be played with that many players. With a hot Exacto-knife, I cut one foot away from it’s base and with heat, molded the leg into a kicking position. Lost a few soldiers with this pyrotechnique. Then painted all six tokens different colors. After adding a ten sided die, and hand typed rules sheet, my prototype was complete.

Take into consideration that I actually made three of these complete prototypes at the same time. One for submission to Mrs. Lee and the Bruce Lee estate (which they kept). One for play testing and kicking around (full color version) and the third one I used to take photographs of for brochures and promotional use – like showing potential investors and buyers of games.

Of course, these days I hire artists, graphic designers, mechanics, machinists and a host of other professionals to produce any new prototypes. Which is what I always recommend my clients to do as well. The more professional looking the prototype, the easier to gain interest from buyers and investors. You can’t do everything yourself and in this case, you shouldn’t. You only get one chance to make a first impression.

Of course, before you put your time and money into building prototypes, you should consider if the product you are thinking of creating can be produced at a profitable price. If your estimated sales price, minus costs to produce and market, deem your venture worthwhile, then go ahead to the next stage. Also before publishing or producing your product, do your best to ensure there is a market for it.

Printers and Engineers and other design companies can help you create a functioning prototype to ensure proof-of-concept and may even be able to provide cost breakdowns and production facilities for such products.

Just make sure you trust those that you tell or show your idea/product to before you actually reveal it. Confidentiality Agreements are recommended and should be signed to protect you and your great product.

Good luck with turning your dream into reality!

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Orders for the FROM THE MIND TO THE MARKET – e-book will be available in 2009. Preorder now by contacting Info@Playdigm.com and for further information. (c) Tuey All Rights Reserved.

J. K. Rowling created and wrote the first Harry Potter book less than 15 years ago. It is rumoured that the second richest woman on the planet earned only 10 percent of all the money made from her stories. This percentage is for an established author. Take into consideration that means 90 percent went to the book publishers, the film companies, taxes, accountants, lawyers, etc…

Still, wouldn’t you like to create a revenue stream that earns even 10 percent of what she received? Or what Stan Lee gets annually or (pick any successful entertainment product/franchise).

The key to standing out from the pack is to have an original idea and a diverse group of products based on that concept. Nothing beats originality, especially if it is a good story with great characters that is easy to promote to the target market.

For example: When I was designing the first prototype for my martial arts board game, I knew the chance of success was limited. The toy industry was about ten billion dollars a year in the USA and the funds I was raising ended up being just under $200,000 Canadian for this board game (back in the day when Canadian currency was 65 cents against the American dollar). The odds of success were against me, plus I had never done anything like this before.

This meant that it would be next to impossible to manufacture the first print run and have enough funds to advertise and penetrate the toy and martial arts markets. The key was to attach a BIG NAME CELEBRITY or LEGEND to the game. Chuck Norris, Jackie Chan or Bruce Lee. Well Bruce Lee had been dead since the seventies and this was 1984. I still believe today he was the best choice at the time.

My mother always said, “If you don’t ask, you won’t receive.” So I telephoned Black Belt magazine, which I was a reader of and they directed me to Adrian Marshall, the attorney to the Bruce Lee Estate at the time, who invited me to forward to Mrs. Linda Lee, Brandon, Shannon and the Bruce Lee Estate a copy of my game prototype.

After months of preparing and waiting for a response, it came back in the form of a one page letter that explained that upon their receipt of an advance payment I would have the legal right and endorsement to use the name and likeness of BRUCE LEE worldwide. I sent the payment and immediately retained artists to complete the layout of the game.

This would be the last time a licensing deal was so easy and not a thick contract. I will be discussing licensing contracts in future posts.

INSTANT RECOGNITION

By licensing Bruce Lee, I saved millions in advertising dollars because (at that time) everyone still knew who he was and he is still a legend today. His recognition factor helped launch the product faster than not having a famous name involved. If I would have called the game Grandmaster, Kung Fu or Black Belt, something generic, it would of required a huge amount of advertising money to gain mind share (consumer awareness) with no guarantee of success.

I managed to negotiate this licensing deal with no lawyers on my end because I could not afford one at the time. I didn’t know it at the time but years later lawyers would pay me to speak to them about how I did all this without legal counsel (but that is for another day.

Once production was completed and THE ORIGINAL BRUCE LEE MARTIAL ARTS GAME was produced, I marketed it into 75 countries around the world. You too could take your idea from the Mind to the Market.

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Orders for the FROM THE MIND TO THE MARKET – ebook will be available in 2009. Preorder now by contacting Info@Playdigm.com for further information. (c) Tuey All Rights Reserved.

You have come up with a great idea but now what?

This blog will help the new and professional make their dream come true. That is if your dream is to create something from nothing and go through the proper stages until it is launched and marketed internationally.

First, you need to develop the concept onto the page or record it like a video or song to establish copyright. Once you have taken your intangible idea and made it real/tangible, you can protect it with copyright.

Copyright registration is recommended by intellectual property lawyers and is the right move. Go to USPTO.gov for American requirement and costs or CIPO.gc.ca for the Canadian site. For a fee the government will document the date of registration that your intellectual property existed.

All this does is help you prove that your product existed at such-and-such a date. The government will not come to your assistance should someone else copy and make money off of your product. You will have to fund any lawsuit or action against the person/company using your copyright/product without your permission. So if you end up in court, you will have the advantage of proof that you registered the copyright.

Some people say that you can use affidavits and witnesses to say or claim that you invented the story or song or video on the date in question but take into consideration that anyone challenging you in court can do the same for them.

Even though Copyright is granted upon creation, you really should pay to register it to prove you are the originator of the item. You deserve the credit.

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Orders for the FROM THE MIND TO THE MARKET – e-book will be available in 2009. Preorder now by contacting Info@Playdigm.com for further information. (c) Tuey All Rights Reserved.