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Casey Summar, Executive Director
www.abcnashville.org 1
Contract Basics
Copyright Basics
Other Legal Issues - Estate Planning
What should I look for in an attorney?
Introduction to the VLPA program
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Written vs. Oral Contracts
What should be included in a contract?
What provisions should I look out for?
When is a contract invalid or unenforceable?
What does it mean to “breach” a contract?
When do I need to consult an Attorney?
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What is the difference? Written down vs. Spoken word
Both are enforceable, but some agreements must be in writing to be legally enforceable.
Contracts for the sale of goods valued over $500
Contracts that cannot be performed in one year or less
Agreements to transfer copyright ownership
Leases for longer than one year (studios, theatres, galleries, etc.
Rule of Interpretation: Would a reasonable person understand that a contract
has been formed?
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Demonstrates that you are operating with the highest standards of professionalism
Reinforces the commitment
Clarifies the agreement
Encourages the parties to take their promises seriously
Keeps the parties from making up the rules as they go along
Guards against forgetfulness
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Indicates that the negotiation stage is over and that the final terms have been reached
Serves as a record of the agreement for others who were not the original negotiators or signatories
Provides reasonable assurance that the contract will be enforceable in court
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Who is getting what?
Who is doing what?
Payment, costs, and penalties
Delivery terms and conditions
Warranties
Ownership of intellectual property
Term—length of time to complete performance
Termination– how do you get out?
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The Big 3 Is it Exclusive?
How easy is it to get out of the contract?
Money Issues/Advances
And… Rights granted
Renewal terms
Dispute resolution/Arbitration
Indemnification
Choice of Law/Jurisdiction
Boilerplate provisions
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When certain terms are indefinite Price or value not clearly indicated
Timeline of performance not clearly indicated
When there is a mistake about an assumption of fact in the contract
Misrepresentations (lies), non-disclosure, duress, or undue influence
When the contract is unconscionable
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Each party has obligation to perform the contract in good faith
Repudiation
Anticipatory breach
Changed circumstances/Impossibility/Frustration
What happens when a breach occurs? What doesn’t happen?
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You are asked to sign something you don’t fully understand
You think the contract may not be in your best interests
The scope of the project is significantly larger than usual
There is a lot of money at stake
Long-term commitments or exclusivity
The other party is being represented by an attorney
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Commercial leases
The other party is rushing you to make a decision
A collaboration that will result in intellectual property
Signing away substantial rights, such as copyrights
YOU are being threatened with a lawsuit for breach of contract
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What is protected?
Why register for a copyright?
How to register for a copyright?
Different relationships with a copyright
Copyright Infringement and Fair Use
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Original works of authorship fixed in a tangible medium
What exclusive rights does the copyright owner have?
Reproduce the work Prepare derivative works based on the work Distribute copies of the work to the public by certain means Perform the work publicly Perform sound recordings publicly by digital audio
transmission
How long does a copyright last? Life of the last surviving author plus 70 years Made for hire works are 95 years form first publication, or
120 years from date of creation Copyright in a work vests upon creation in a FIXED form
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Facts of copyright on public record
Enforcement In general, it is necessary to register the copyright in
order to sue someone for copyright infringement.
Statutory damages and attorney’s fees
A “poor man’s” copyright can act as a defense, but not a right of enforcement
Simply displaying a copyright notice does not give the benefits of registration
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www.copyright.gov Website also includes a lot of valuable information on
copyrights
What basic information do I need to supply? Title of the work
Name of author(s)
Date work was created/published
Who is claiming the copyright?
A copy of the work (that will not be returned to you)
Application fee ($35)
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Assignment—Author is still the original owner A copyright owner can transfer ownership, partial
ownership, or an interest to another party.
Work for Hire—Employer or Commissioner is considered the author
Work prepared by an employee within the scope of his/her employment; or
Work specifically commissioned in writing for use within a certain number of specified categories.
1) A motion picture or other audiovisual work, 2) a collective work, 3) a compilation, 4) a translation of a foreign work, 5) a supplementary work
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What is fair use?
Fair use factors Purpose and character of the use?
Nature of the copyrighted work
Amount and substantiality of the portion used compared to the whole work
Effect of the use on potential market or value of work
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What is Estate Planning?
Why should an artist think about estate planning?
Why is it important to plan now?
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Basic documents: ◦ Wills
◦ Living Wills
◦ Trusts/Intellectual Property Trusts
◦ Power of Attorney
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Creative Works are assets Who will get them after my death?
Who will manage them after my death?
Who will manage them if I cannot? (i.e. due to health)
Is my beneficiary the best or most knowledgeable person to manage them?
Other considerations for Estate Planning: Rights of publicity, merchandising rights, likeness and
personality rights
Why is it important to plan now?
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How big of a role will they play?
Style
Clout
Confidentiality
Conflicts of Interest
Other clients/workload
What do they charge?
Expertise in the entertainment industry
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What do we do? 23
Our Vision Statement: “The Arts & Business Council leverages and unites the
unique resources of the arts and business communities to create a thriving, sustainable, creative culture in Nashville.”
We create mutually beneficial partnerships between arts and business
We provide direct services, key opportunities, and education to the creative community to help master the business of art.
We inspire workplace creativity in business to demonstrate the impact of the arts through tangible benefits and develop life-long arts participants and supporters.
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VLPA is ABC’s cornerstone service program.
VLPA program provides pro-bono legal services to low-income artists of all disciplines, as well as legal and business assistance to emerging non-profit arts organizations.
Over $1 million in legal and professional services to Nashville community since 2006
Over 1,500 artists, 300 arts non-profits served
250+ volunteers lawyers and professionals
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Serve both low-income individuals and small non-profit arts organizations of all genres
Assist with anything related to art-work E.g. Cannot assist a musician with a home apartment
lease, but could help with a studio lease.
Will not assist parties in a way that is adverse to an artists’ interests, e.g. record labels, galleries.
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All manner of agreements Music publishing agreements Small record deals without large advances Licensing Literary agreements, self-publishing, marketing, etc. Art Gallery agreements, negotiating terms of sales, promotion,
documentation, etc.
All manner of dispute resolution Publisher refusing to pay advance or release from contract Touring issues, such as nonpayment or liability Disputes between collaborators Breach of production contract terms, re-negotiating terms
Copyright infringement Trademark searches and registrations Non-profit Organizations
Forming new organization, annual compliance Agreements with artists, e.g. theater companies General corporate matters, leases, contract , insurance, etc.
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A few of the highly experienced attorneys that volunteer their time with the VLPA:
Austen Adams, Crownover Blevins, PLLC “I have thoroughly enjoyed working with [VLPA]. It feels great
to give talented artists with little resources and opportunity to be successful in this business. Through [VLPA], I was lucky enough to work with a very talented young artist-writer… [who] has now signed his first publishing deal and I expect to see great things from him in the future.”
John Ray Clemmons, Chaffin & Burnsed, PLLC I feel strongly about the arts and what they bring to the city
and the public education system. I enjoy the opportunity to do work with the creative types and step out of the everyday grind that is practicing law.”
David Crow, Milom, Horsnell, Crow, Rose, Kelley, PLC [Volunteering my entertainment law services] will make
Nashville a better place.”
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“[My volunteer attorney] was not only professional in all my dealings with him but he also cared about my situation. Nowadays that’s a rare thing to find, and I am most grateful.” - Dan Demay, Musician
“As a small nonprofit organization, finding legal help can be very daunting. Thanks to our volunteer lawyer and [VLPA], we were able to put to rest a concern that we otherwise would not have been able to address.” – Cathy Street, Street Theatre Company
“[VLPA]’s help in directing me to a volunteer lawyer was a wonderful blessing. He graciously gave time and energy in helping me resolve my royalty collection difficulties. Due to the assistance he gave me, I feel confident the matter is all taken care of.” – A.J. Yuill, Songwriter
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(615) 460-8274
1900 Belmont Blvd
Nashville, TN 37212
www.abcnashville.org
www.facebook.com/abcnashville
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