2. 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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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?
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4. 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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5. 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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6. 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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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 complete
performance
Termination– how do you get out?
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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 provisions
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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 assumption
of fact in the contract
Misrepresentations (lies), non-disclosure,
duress, or undue influence
When the contract is unconscionable
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10. 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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11. 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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12. 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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13. 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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14. 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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15. 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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16. 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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17. 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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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 used
compared to the whole work
Effect of the use on potential market or value of work
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19. What is Estate Planning?
Why should an artist think about estate
planning?
Why is it important to plan now?
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20. Basic documents:
◦ Wills
◦ Living Wills
◦ Trusts/Intellectual Property Trusts
◦ Power of Attorney
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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 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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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 industry
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24. 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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25. 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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26. 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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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.
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28. 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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29. “[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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