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  • 1. Casey Summar, Executive Directorwww.abcnashville.org1
  • 2.  Contract Basics Copyright Basics Other Legal Issues - Estate Planning What should I look for in an attorney? Introduction to the VLPA program2
  • 3.  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?3
  • 4.  What is the difference? Written down vs. Spoken word Both are enforceable, but some agreements must be inwriting 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 contracthas been formed?4
  • 5.  Demonstrates that you are operating with thehighest standards of professionalism Reinforces the commitment Clarifies the agreement Encourages the parties to take their promisesseriously Keeps the parties from making up the rulesas they go along Guards against forgetfulness5
  • 6.  Indicates that the negotiation stage is overand that the final terms have been reached Serves as a record of the agreement forothers who were not the original negotiatorsor signatories Provides reasonable assurance that thecontract will be enforceable in court6
  • 7.  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 completeperformance Termination– how do you get out?7
  • 8.  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 provisions8
  • 9.  When certain terms are indefinite Price or value not clearly indicated Timeline of performance not clearly indicated When there is a mistake about an assumptionof fact in the contract Misrepresentations (lies), non-disclosure,duress, or undue influence When the contract is unconscionable9
  • 10.  Each party has obligation to perform thecontract in good faith Repudiation Anticipatory breach Changedcircumstances/Impossibility/Frustration What happens when a breach occurs? Whatdoesn’t happen?10
  • 11.  You are asked to sign something you don’tfully understand You think the contract may not be in yourbest interests The scope of the project is significantly largerthan usual There is a lot of money at stake Long-term commitments or exclusivity The other party is being represented by anattorney11
  • 12.  Commercial leases The other party is rushing you to make adecision A collaboration that will result in intellectualproperty Signing away substantial rights, such ascopyrights YOU are being threatened with a lawsuit forbreach of contract12
  • 13.  What is protected? Why register for a copyright? How to register for a copyright? Different relationships with a copyright Copyright Infringement and Fair Use13
  • 14.  Original works of authorship fixed in a tangiblemedium What exclusive rights does the copyright ownerhave? 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 audiotransmission 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, or120 years from date of creation Copyright in a work vests upon creation in a FIXED form14
  • 15.  Facts of copyright on public record Enforcement In general, it is necessary to register the copyright inorder to sue someone for copyright infringement. Statutory damages and attorney’s fees A “poor man’s” copyright can act as a defense, but nota right of enforcement Simply displaying a copyright notice does not give thebenefits of registration15
  • 16.  www.copyright.gov Website also includes a lot of valuable information oncopyrights 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)16
  • 17.  Assignment—Author is still the original owner A copyright owner can transfer ownership, partialownership, or an interest to another party. Work for Hire—Employer or Commissioner isconsidered the author Work prepared by an employee within the scope ofhis/her employment; or Work specifically commissioned in writing for usewithin a certain number of specified categories. 1) A motion picture or other audiovisual work, 2) acollective work, 3) a compilation, 4) a translation of aforeign work, 5) a supplementary work17
  • 18.  What is fair use? Fair use factors Purpose and character of the use? Nature of the copyrighted work Amount and substantiality of the portion usedcompared to the whole work Effect of the use on potential market or value of work18
  • 19.  What is Estate Planning? Why should an artist think about estateplanning? Why is it important to plan now?19
  • 20.  Basic documents:◦ Wills◦ Living Wills◦ Trusts/Intellectual Property Trusts◦ Power of Attorney20
  • 21.  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 knowledgeableperson to manage them? Other considerations for Estate Planning: Rights of publicity, merchandising rights, likeness andpersonality rights Why is it important to plan now?21
  • 22.  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 industry22
  • 23. What do we do?23
  • 24.  Our Vision Statement: “The Arts & Business Council leverages and unites theunique resources of the arts and businesscommunities to create a thriving, sustainable, creativeculture in Nashville.” We create mutually beneficial partnerships between artsand business We provide direct services, key opportunities, andeducation to the creative community to help master thebusiness of art. We inspire workplace creativity in business to demonstratethe impact of the arts through tangible benefits anddevelop life-long arts participants and supporters.24
  • 25.  VLPA is ABC’s cornerstone service program. VLPA program provides pro-bono legalservices to low-income artists of alldisciplines, as well as legal and businessassistance to emerging non-profit artsorganizations. Over $1 million in legal and professional services toNashville community since 2006 Over 1,500 artists, 300 arts non-profits served 250+ volunteers lawyers and professionals25
  • 26.  Serve both low-income individuals and smallnon-profit arts organizations of all genres Assist with anything related to art-work E.g. Cannot assist a musician with a home apartmentlease, but could help with a studio lease. Will not assist parties in a way that is adverse to anartists’ interests, e.g. record labels, galleries.26
  • 27.  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.27
  • 28.  A few of the highly experienced attorneys thatvolunteer their time with the VLPA: Austen Adams, Crownover Blevins, PLLC “I have thoroughly enjoyed working with [VLPA]. It feels greatto give talented artists with little resources and opportunityto be successful in this business. Through [VLPA], I was luckyenough to work with a very talented young artist-writer…[who] has now signed his first publishing deal and I expect tosee 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 cityand the public education system. I enjoy the opportunity todo work with the creative types and step out of the everydaygrind that is practicing law.” David Crow, Milom, Horsnell, Crow, Rose, Kelley, PLC [Volunteering my entertainment law services] will makeNashville a better place.”28
  • 29.  “[My volunteer attorney] was not only professional in allmy dealings with him but he also cared about mysituation. Nowadays that’s a rare thing to find, and I ammost grateful.” - Dan Demay, Musician “As a small nonprofit organization, finding legal help canbe very daunting. Thanks to our volunteer lawyer and[VLPA], we were able to put to rest a concern that weotherwise would not have been able to address.” – CathyStreet, Street Theatre Company “[VLPA]’s help in directing me to a volunteer lawyer was awonderful blessing. He graciously gave time and energy inhelping me resolve my royalty collection difficulties. Dueto the assistance he gave me, I feel confident the matter isall taken care of.” – A.J. Yuill, Songwriter29
  • 30. vlpa@abcnashville.org(615) 460-82741900 Belmont BlvdNashville, TN 37212www.abcnashville.orgwww.facebook.com/abcnashville30