Television production contracts are more than copyright and IP protection. We support the entire production process, that includes the creation of an appropriate corporate structure, finance arrangements, and agreements with producers, directors and actors.  We ensure we understand your project’s characteristics, so the production process runs smoothly.

We frequently disentangle copyright issues concerning e.g. the theme music, images, and script.  For instance, an author writes a script for a TV series. Usually the copyright belongs to the author. To enable production, the author licences the script’s copyright to the series producers.

TV shows: format rights

Here the issue depends on the type of TV show. For instance, a game show has “format rights”, i.e. the rules and structure the show follows. It is the format that engages the audience. Recent case law demonstrates that often a format right amounts to copyright.

Relationship between copyright and format rights

An infringer can copy a format right. An infringer might replicate a UK game show’s format in another country, even if the name is different. In the UK, protecting format rights is notoriously difficult.

If a format is copied, the following criteria supports your passing-off claim:

  1. TV shows’ name registered as a trade mark;
  2. Copyright: demonstrate full ownership of e.g. the images and music; and
  3. Goodwill: establish the show has run for a lengthy period.

We pre-empt these issues when drafting the production agreements.

Inducement letters

The producers, directors, and actors usually operate through limited companies.  Particular individuals agree to work on the TV series, i.e they are “induced”. We prepare the appropriate agreements, termed inducement letters.

Inducement letters: terms

The project’s inducement letters contains key terms. The terms ensure the production company owns the copyright to whatever the commissioned individuals contribute. Inducement letters usually include:

  1. Waiver of moral rights: the individuals waive any claims to copyright in the works;
  2. Working time commitments: the hours each individual contributes,
    • We address the EU Working Hours regulations to fit your project’s requirements.
  3. Assignment: if the production company does not own the copyright, then
    • the individual assigns all copyright to the production company.

Production companies: corporate structures

Usually, a TV series is the joint work of a writer and a production company. Both contribute their specific skills. Hence special purpose limited companies, owned by the writer and production company, create many TV series.

Structure for TV series

The limited company issues shares to the writer and the production company. The shares may be different classes. Each class has different rights, e.g to voting, dividends and capital. We ensure the structure is flexible, and meets each party’s requirement using bespoke articles of association and shareholders’ agreement.

Special purpose vehicles

The production company enjoys limited liability for losses, key for many clients who face considerable production risks.  Once we’ve created an appropriate production company we create the following agreements:

Each project is slightly different. Consequently we first understand your projects risks, so your agreements are appropriate.

Option agreements for exploitation

Usually, the special purpose vehicle company owns all the rights, other than,  if reserved, the copyright. These rights hold value, as they effect re-production. The rights include:

  • Rights to distribution;
  • Ancillary rights;
  • Linear rights;
  • Electronic rights; and
  • Production licensing rights.

Option agreement: terms

An option agreement entitles a third party, usually a broadcaster, to acquire rights to the TV series. Option agreement define:

  • Option period: The time period the option exists, and
    • If the broadcaster can extend this period;
  • Option exercise: the conditions the broadcaster must meet when exercising the option.
  • Control: What control does the production company have over the broadcaster’s use of the work?
  • Credit rights: ensures the author keeps copyright.

Negotiations can be time-consuming.  We focus on the disputed issues to keep the production on track.

Finance arrangements

The simplest method is the broadcasting company pays when production completes. This payment covers production cost, and good accounting records are important.

Cross-border finance

Nowadays, TV series are reproduced worldwide, and via immediate download. The number of potential, overseas financiers is greater.

The agreement terms are more complex. The production company would want control of any spin off or additional series. Consider a cross-border agreement with a USA company that comprises:

Pre-payment:

The USA company pays the production company before production begins. This payment covers the production’s estimated budget.

Right of first refusal

The production company grants the USA company a right of first refusal, i.e. an option to exploit the:

  • Distribution rights;
  • Ancillary rights;
  • Linear rights;
  • Electronic rights; and
  • Production licensing rights.

Reserving rights

The production company reserves the rights in the script to the original author. The “reserved rights” are not subject to the right of first refusal option

TV production track record

Our recent instructions include:

Writer retains control

Reserved rights in the original series to the writer’s personal company. This later ensured the writer retained control for the co-production of a spin-off series.

Co-production management process

Managed a London production company’s co-production process. We created appropriate documentation to engage individuals for a TV drama production, through a limited company.

Flexible corporate structure

Create a flexible corporate structure for a production company. This structure enabled the finance of specific project through the issue of preference shares, redeemable when production completed.

Finance agreement

Finance agreement that enabled production company to obtain advance pre-royalty payments from a broadcaster. The broadcaster had a right of first refusal once production completed.

Summary

TV series production is a lengthy process. We appreciate a production company’s management should focus on a quality production, within budget. We manage the legalities, to reduce the risk of disputes, and manage issues as they arise. We tailor our documents and solutions to your project’s characteristics.

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