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Keep it Clean: Chain of Title Documents for Film

November 30, 2012

• Steven C Beer

A “chain of title” is the proverbial “chain” of documents that demonstrates your ownership rights in your film. It answers the ever-elusive question: Who owns this? As the film making process evolves, many hands are shaken and third party agreements are formed which slowly give shape to the way the film looks, sounds and feels. Everything needs to be properly documented and compiled to demonstrate that each “chain” can be traced back to the original owner of the work being used. As your film grows, so will the chain—which can sometimes make for a trying exercise. Therefore, it is important to keep the documents in proper chronological order so as to avoid gaps of time in your chain. If issues arise later regarding ownership, these gaps make it more difficult to resolve.

Why do distributors and financiers care to see a clean chain of title presentation? The main reason is risk avoidance. Anyone who has an interest in financially supporting your creative work must be confident that not only do you personally represent and warrant that the appropriate rights have been secured, but that you are willing and able to demonstrate this condition via your chain of title documents. Another crucial document to have in place in your chain of title arsenal, for further risk-avoidance reasons, is Errors & Omissions (E&O) insurance, which is required before establishing any third party distribution deal with your film. E&O can help insulate and indemnify you from lawsuits that may arise, whether it is a claim for copyright infringement, an alleged right of publicity violation or a claim of defamation. 

The number and array of documents to include in a chain of title package varies depending on the size and complexity of the production. If your script is based on pre-existing material, which may range from a short story to a novel, you must acquire rights or permission to create a film based on copyrighted material. In addition to written permission, there must be documentation that shows the origin and ownership to the underlying work. The script itself, regardless or whether the copyright is owned by you or whether you’ve acquired the rights to the script, must have documentation that it has been registered with the U.S. Copyright Office.

Without a proper chain of title, even the most accomplished film runs the risk of being viewed by no one, as the fear of potential liability might be enough for distributors to avoid the specter of potential legal claims.

Here are some examples of important documents in a chain of title package:

·      Copyright registration certificates for underlying material

o   Writer/Director Agreements

o   Producer agreements

o   Work-for-hire agreements (that's everyone who works on the film!)

·      Screenplay agreements

o   Acquisition rights

o   Adaptation rights

o   Option and Development Agreements

o   Screenwriter Services Agreements

·      Life Rights Consent and Releases

·      Literary Acquisition Agreements

·      Literary Assignments

·      Literary Property Acquisition Letter of Intent

·      Quit Claims

All together it may seem overwhelming. 

Some here are some tips: 

Take it one step at a time.

Get a binder. Every time you add a document, hole punch it and put it in the binder.

Keep a file of clean documents on your computer desktop (or your Dropbox or Basecamp) so they're never more than a click and print away.

Don't work on handshake agreements. Not even with friends. Write it all down and sign it together.

Remind yourself that each added document is one step closer to the possibility for distribution!

Steven C. Beer is an attorney with the firm Franklin, Weinrib, Rudell & Vassallo, P.C. and concentrates his practice on film, television and music matters. He represents industry-leading film production, film finance and film distribution companies and has acted as counsel to numerous award-winning writers, directors, producers, and multi-platinum musical artists.  He was assisted writing this article by Marc Pellegrino, a Cardoza Law School 3L. 


Steven C Beer



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