To begin, a “chain of title” means a group of
documents that proves you have the rights and ownership in your film, TV show,
webisode, etc. You must prove you own
your project in order to satisfy due diligence requirements by investors, distributors,
financiers, banks, etc. As the your
project is being produced, it is very likely you are tempted to rely on email exchanges
or make handshake deals, which you believe gives you the rights to produce,
finance, own and sell your project.
However, this is what I term "the weak link" in any chain of
title. As a producer, you must be over
cautious is making sure the rights you gain are properly documented. In this way, you demonstrate your
professional, organizational and technical skills as a producer at the onset
rather than having to go back and retrace your steps to find the "weak
link" in your chain of title. Depending
on the scope of your project, you may need only a few documents or as much as a
few binders. You should know that each
document must lead to the next one in the chain so as to make sure there is no
gap in the rights flowing from each person and eventually leading to you.
If you can prove a proper chain of title, you will
have satisfied one of the main requirements by any distributor, financier,
bank, etc. Why? By securing a chain of title, you can legally
prove you are the owner and, thereby, avoiding a lawsuit alleging that you did
not have the proper rights. Chain of
title is, sometimes, an afterthought to some inexperienced producers. These producers discover chain of title
requirements at the time they enter into distribution discussions for their
project. Distributors will deliver to
Producers what's known as a "Delivery Schedule", which lists, amongst
other things, required legal documents to be delivered. Here is a list of some examples of documents
you may need to have in your chain of title:
1. Copyright
registration certificates for underlying material
2. Life Rights
3. Writer Agreements
4. Work for
Hire Agreements
5. Producer
agreements
6. Option Agreements
7. Extension Agreements
8. Quitclaims
9. Certificates of Authorship
10. Life Rights
11. Copyright search
12. Script clearance
One of the main
documents a Producer will need to deliver to a distributor is Errors &
Omissions (E&O) insurance. This is required
prior to any distributor buying your film.
E&O insurance will require you, amongst other things, to list and
provide copies of such things as like chain of title documents, title
clearance, copyrights, and script clearance.
E&O will help to protect and indemnify you from lawsuits filed
against you or the project for such claims as intellectual property
infringement, defamation, libel, slander, name and likeness, etc.
I am often asked, while performing production
legal services for my Producer and Production company clients, to provide a
list of documents needed for chain of title.
The type and number of documents varies depending on numerous factors,
which includes the source of materials (i.e. is it from a book or original
screenplay) to deciphering whom contractually on the production holds approval
rights over materials, production, concept and writing services. The most basic premise is: remember get
written permission for any and all rights from EVERYONE working on your project
so you can claim 100% ownership in your project. The chain of title has to start with the very
first work where your project idea originated, then work down the chain from
that point. For example, say you want to have a screenplay
written based on a book. You must
acquire rights or permission to create a film based on the book from the book's
author. Then, you will most likely
engage a screenwriter to write the script.
You will need to obtain the rights for the screenplay as well. So far, the document count in your chain of
title is 2. Next, say, you have a
director who wishes to have one of his employee's perform a few changes to the
script. You need to obtain the rights from
your director's employee as well. That
makes 3 documents in your chain... and so on.
Also, the screenplay must have documentation proving it has been
registered with the U.S. Copyright Office.
Later, eventually, you will have to obtain documentation that your
actual final project is also registered with the U.S. Copyright Office.
So, as I said at the onset of this article, avoid weak
links in your chain of title! In order
to preserve your chances of selling your project and protect against potential
legal claims, then it is best and most important for Producers to engage a
proper lawyer to navigate and manage your production legal and the chain of
title.
COPYRIGHT &
DISCLAIMER
Tifanie Jodeh grants column recipients
permission to copy and distribute this column and distribute it free of charge,
provided that copies are distributed for educational and non-profit use, no
changes or revisions are made, all copies clearly attribute the article to its
author and include its copyright notice.DISCLAIMER: Readers should consult with a lawyer before solely relying on any information contained herein.
