Fwd: Legal Insights for Entertainment and Multimedia, Attorney Mark Litwak

[Clay Heery]

Mark Litwak has complied a CD-ROM of industry contracts (In WORD format) -- see below.  If you need to use any of those agreements, then $80 is cheap compared to the $350 an hour an entertainment attorney now charges (quite a few are now charging $500).

Clay Heery
clay...@aol.com

-----Original Message-----
From: Mark Litwak <la...@marklitwak.com>
To: clayheery <clay...@aol.com>
Sent: Tue, Sep 11, 2012 5:05 am
Subject: Legal Insights for Entertainment and Multimedia, Attorney Mark Litwak

on line blog http://marklitwak.blogspot.com/

In This Issue Update on Soliciting Investors 3rd Edition Contracts Published Self Defense Seminar Oct. 20th September 11, 2012         UPDATE ON SOLICITING INVESTORS     The Jumpstart Our Business Startups Act (the "JOBS Act") was enacted on April 5, 2012. It   allows small businesses to enter into equity-based crowdfunding for raising up to one million dollars, without the usual burdensome requirements currently in place. These rules should be in place by early 2013.    As important as the crowdfunding provisions, the JOBS Act also amended Rule 506 of Regulation D, thus permitting general solicitation or general advertising, provided that all purchasers are accredited investors. Currently, it is unlawful for a filmmaker to send out email blasts to strangers, or advertise on the internet to attract investors. To comply with the existing law you should only approach persons you have a pre-existing relationship with. This rule will change with the implementation of the JOBS Act.   People may be accredited investors based on their net worth or annual income, as follows:   1) a natural person whose individual net worth, or joint net worth with that person's spouse, exceeds $1 million, excluding the value of the person's primary residence (the "net worth test"); or   2) a natural person who had an individual income in excess of $200,000 in each of the two most recent years, or joint income with that person's spouse in excess of $300,000 in each of those years, and has a reasonable expectation of reaching the same income level in the current year (the "income test").   The shorthand description of accredited investors is simply "wealthy people." General solicitation could be described as advertising or any method for approaching people you do not currently know.   The Securities and Exchange Commission (SEC) was given 90 days to implement this rule change and missed the deadline. However, the SEC has proposed draft rules that, if adopted, will make it easier to raise capital.   Essentially, the proposed rules state that if you want to advertise or approach strangers for capital you will have to: 1) take reasonable steps to verify that all of the purchasers are accredited investors; 2) reasonably believe that all of the purchasers are accredited investors; and 3) check a box on the Form D confirming that you are acting under the rules which allow general solicitation.   The SEC did not specify exactly what steps must be taken to verify that a person is an accredited investor, but states that it depends on the circumstances. Most filmmakers do not have access to detailed financial records of  potential investors, and a potential investor may not want to disclose their tax returns or other documents to prove that they are accredited. The SEC gives as an example:  "An issuer that solicits new investors through a website accessible to the general public or through a widely disseminated email or social media solicitation would likely be obligated to take greater measures to verify accredited investor status than an issuer that solicits new investors from a database of pre-screened accredited investors created and maintained by a reasonably reliable third party, such as a registered broker-dealer."   In other words, if you are indiscriminately sending out solicitations through social media, merely requiring a potential investor to check a box that they are accredited, that is not  likely to be deemed sufficient. Since the standard is vague, and no specific steps to determine an investor's status are suggested, it would be wise to verify an investor's status by having them complete a detailed questionnaire that will provide information that can be used to justify a belief that they have the assets or income they claim.  If, for instance, a person claiming to be accredited, does not  have any investment or bank accounts and resides in low-income housing, then either they are not as wealthy as they allege, or perhaps they are a drug dealer whose savings are stashed in a mattress.   Filmmakers relying on the new Reg D rules should maintain careful records documenting what they have done to verify that each investor is accredited. And remember, these rules have not yet been adopted. The proposed rules can be read at: SEC Rules You can submit your comments on the proposed rules at: Comments  3rd Edition Contracts Just Published The long awaited third edition of my Contracts book has just been published. Newly expanded the book now includes 80 contracts  An invaluable collection of sample entertainment contracts along with discussions of the terms and ideas contained therein. Armed with this book, filmmakers can save thousands of dollars in legal fees. You can also order a separate CD-R disk with copies of all the 80 contracts in word format. This is on sale now at a reduced price of $45.00. Order Now Table of Contents Introduction Basic Elements of Contract Law Common Provisions of Entertainment Contracts Depiction and Copyright Releases Depiction Release, Grant with Reversion Depiction Release, Option/Purchase Format Depiction Release, Documentary Short Form Guestbook Release Crowd Release Talk Show Appearance Agreement Film Clip License Still Photo Release Artwork Release Literary Submission and Sale Submission Release Non-Disclosure Agreement Option and Literary Purchase Agreement (Long Form) Option and Literary Purchase Agreement (Short Form) Quitclaim Release Artist Employment Conversion Agreement Actor Offer Letter Actor Employment Agreement (Loan-out Format to Employ SAG Actor) Actor Employment Agreement )Low-Budget, Non-Union Day Player) Nudity Rider to Player Agreement Rider to Day Player Agreement Extra Agreement Extra Release Series Regular Actor Contract (AFTRA) Minor Release Parental Consent Stunt Performer's Agreement Television Host Agreement Television Performer Employment Agreement Writer Employment Agreement (Low-Budget, Non-union) Writer Employment Agreement (Theatrical WGA Writer) Television Writer's Contract (WGA, Loan-out) Director Agreement (Theatrical, Loan-Out) Director Employment Agreement (Non-Union) Director's Television Series Employment Agreement (to Employ a DGA Director) Consultant Agreement Certificate of Engagement Collaboration Writer Collaboration Agreement Joint Venture Agreement Agreement to Dissolve Co-Production Agreement Music Composer Agreement (Low-Budget Feature) TV Music Rights License Synchronization/Performing/Master Use and Mechanical License Synchronization License TV Series Master Use License, Television Soundtrack Recording Agreement (Loan-Out Format) Financing Finder Agreement Promissory Note Promissory Note with Guarantee Guarantee Production Production Services Agreement Cable TV Production Agreement Casting Director Employment Agreement (Independent Contractor) Crew Deal Memo (Salaried On-Call) Producer Employment Agreement Television Series Producer Agreement Makeup and Special Effects Agreement Location Agreement Studio Rental Agreement Distribution and Exhibition International Sales Agency Agreement (Filmmaker Friendly) International Sales Agency Agreement (Distributor Friendly) Certificate of Authorship Certificate of Origin Short Form Assignment Definition of Gross Receipts After Break-even Net Profit Definition Television Distribution Agreement International TV Distribution Agreement Security Agreement Short Form Security Agreement SAG Buyer's Assumption Agreement Theatrical Home Video Licensing Agreement Internet Acquisition Distribution Agreement Website Content Provider Agreement Video on Demand Agreement Exhibition Agreement Merchandising Merchandising Agreement Product Release Product Placement Agreement Retainer Attorney-Client Retainer Agreement SAG Agency Motion Picture/Television Agency Contract Representative Agreement Glossary of Terms Appendix    To Order   Mark Litwak is an entertainment attorney, author and expert witness  based in Beverly Hills, California. His practice includes work in the areas of copyright, trademark, contract, multimedia law, intellectual property, and book publishing. As a Producer's Representative, he assists filmmakers in arranging financing, marketing and distribution of their films. His filmmaker clients have had award winning films in Cannes, Toronto, Telluride and other festivals. Profile  Self Defense Seminar October 20, 2012 California Lawyers for the Arts Save the Date    Writers and filmmakers need to understand their legal rights and how to defend themselves from those who may seek to exploit them. Production companies and distributors often know all the tricks of the trade, while writers and filmmakers know little about  how to protect themselves. This seminar, geared towards both artists and attorneys representing artists, explains how writers and filmmakers can prevent problems from arising by properly securing underlying rights, and by encouraging the other party to live up to agreements by adding performance milestones, default penalties and  arbitration clauses. In the event of a dispute, participants learn what remedies are available to enforce their rights. Related topics include creative approvals, typical compensation and terms of studio contracts, merchandising deals, and negotiating tactics and strategies. The seminar includes more than 100 pages of useful contracts, checklists, forms and materials. Location: West Los Angeles College, 9000 Overland Ave., Culver City, CA 90230 (Free parking is available in the campus parking structure.)           California Laywers for the Arts

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[Clay Heery]

Whoops -- my mistake -- it's 80 CONTRACTS for $45.  An even better deal.