help deciphering license agreement

[ParasiteTV]

hiya,

some british company wants to feature our stuff, but the licensing agreement looks sketchy at best.

can anyone translate these statements into plain english for me?

__________________________________________________ _

the Footage is fully cleared and apart from the Fee paid by Producer, no other sums shall be payable or become payable to the Licensor or to any other third party in respect of the exploitation of the Footage as specified herein; and

2.1.4 the Licensor shall deliver to Producer master copies of the Footage in an agreed format on or before the Delivery Date; and

2.1.5 the copyright and all other rights in the Programme and any other material created by Producer in relation to the Programme shall at all times be and remain the sole property of Producer (whether or not the same incorporates all or part of the Footage).

2.2 Licensor undertakes to indemnify Producer (which in this Agreement shall include Producer?s successors, assignees, licensees, associates and affiliates) from and against all actions, proceedings, costs, claims and damages howsoever arising in respect of any actual or alleged breach or non-performance by the Licensor of any of its undertakings, representations and warranties hereunder.

3. Assignment

Producer may freely assign its rights, obligations and interest in this Agreement to, or to allow the exercise of its rights under this Agreement by any third party, and the Contributor acknowledges that ?Producer? means Producer, its successors, assignees and licensees.

__________________________________________________

it seems to me that they will own the rights to my footage...

[ParasiteTV]

?

[ParasiteTV]

c'mon man

[MrJackMeHoff]

no boobs no help dont you know how gfy works? How dare you come in here with a real valid question.

[ParasiteTV]

Originally posted by MrJackMeHoff
no boobs no help dont you know how gfy works? How dare you come in here with a real valid question.

hehe...

[notjoe]

I am under the assumption that you're considered the "licensor "and that the person who would be buying it would be the "Producer".

Originally posted by ParasiteTV
hiya,

some british company wants to feature our stuff, but the licensing agreement looks sketchy at best.

can anyone translate these statements into plain english for me?

__________________________________________________ _

the Footage is fully cleared and apart from the Fee paid by Producer, no other sums shall be payable or become payable to the Licensor or to any other third party in respect of the exploitation of the Footage as specified herein; and

This means you get a one time fee.

2.1.4 the Licensor shall deliver to Producer master copies of the Footage in an agreed format on or before the Delivery Date; and

So, they want the high quality footage vs compressed stuff.. This could be a DVD/Tape master.

2.1.5 the copyright and all other rights in the Programme and any other material created by Producer in relation to the Programme shall at all times be and remain the sole property of Producer (whether or not the same incorporates all or part of the Footage).

Tell them to go fuck themselfs on that one... You should NOT have to give up ownership of the content to the "Producer". They also want the copyright on all footage which is not included in the "Masters" which they've requested.

2.2 Licensor undertakes to indemnify Producer (which in this Agreement shall include Producer?s successors, assignees, licensees, associates and affiliates) from and against all actions, proceedings, costs, claims and damages howsoever arising in respect of any actual or alleged breach or non-performance by the Licensor of any of its undertakings, representations and warranties hereunder.

I would get them to reword this to ONLY include them. If they decided to license the content (which they will have the ability to do since they get ownership of the content) on an exclusive basis, then license it to someone else and get sued for breach of contract, you can be held responsible as well.

3. Assignment

Producer may freely assign its rights, obligations and interest in this Agreement to, or to allow the exercise of its rights under this Agreement by any third party, and the Contributor acknowledges that ?Producer? means Producer, its successors, assignees and licensees.

This means they can license the content out to absolutely anyone they want to in any way they want. Complete bullshit if they want to do a "feature" with your content. They could take the footage, put it on DVD and you couldnt do shit.
__________________________________________________

it seems to me that they will own the rights to my footage...

Correct! They will own it, all of it, and it'll be so that even you, who created it, will NOT be able to use it yourself.

Tell them to fuck off

Disclaimer : I am not a lawyer and have no formal training in the field but i have been over numerous content contracts and such...take my words with a gain assault.

[ParasiteTV]

Originally posted by notjoe
I am under the assumption that you're considered the "licensor "and that the person who would be buying it would be the "Producer".



This means you get a one time fee.



So, they want the high quality footage vs compressed stuff.. This could be a DVD/Tape master.



Tell them to go fuck themselfs on that one... You should NOT have to give up ownership of the content to the "Producer". They also want the copyright on all footage which is not included in the "Masters" which they've requested.

[/B]

I would get them to reword this to ONLY include them. If they decided to license the content (which they will have the ability to do since they get ownership of the content) on an exclusive basis, then license it to someone else and get sued for breach of contract, you can be held responsible as well.


[/B]

This means they can license the content out to absolutely anyone they want to in any way they want. Complete bullshit if they want to do a "feature" with your content. They could take the footage, put it on DVD and you couldnt do shit.
__________________________________________________


Correct! They will own it, all of it, and it'll be so that even you, who created it, will NOT be able to use it yourself.

Tell them to fuck off [/B]

THANK YOU SOOOOOOOOOOOOOO MUCH!!! I really appreciate it.

[notjoe]

Originally posted by ParasiteTV
THANK YOU SOOOOOOOOOOOOOO MUCH!!! I really appreciate it.

My pleasure

[jimmyf]

what
notjoe
said

[ParasiteTV]

yeah can you believe these fuckers?!! They wanted 5 of our sketches! Their show was based on ParasiteTV (us), yet we would not own or profit from the footage... ridiculous.

I knew it was sketchy.

I told them to fuck off.

[Basic_man]

Originally posted by MrJackMeHoff
no boobs no help dont you know how gfy works? How dare you come in here with a real valid question.

Hahahaha, you are fuckin' right !!

[notjoe]

Originally posted by ParasiteTV
yeah can you believe these fuckers?!! They wanted 5 of our sketches! Their show was based on ParasiteTV (us), yet we would not own or profit from the footage... ridiculous.

I knew it was sketchy.

I told them to fuck off.

Should have asked them if they wanted your first born child as well, then told them to fuck off

[eroswebmaster]

Originally posted by MrJackMeHoff
no boobs no help dont you know how gfy works? How dare you come in here with a real valid question.

No...the guy should be taking this to his lawyer...not GFY.

[notjoe]

Originally posted by eroswebmaster
No...the guy should be taking this to his lawyer...not GFY.

Sure, maybe if it was a 100 page contract.. For a couple of paragraphs which may not be understood...Nothing wrong posting the questions here.

The only time i take something to my lawyer is when i'm ready to sign it. I work out all the details myself, make the changes myself and use the lawyer as the "Spelll Checker" on legal matters.

[ParasiteTV]

Originally posted by eroswebmaster
No...the guy should be taking this to his lawyer...not GFY.

there's nothing wrong with asking/ recieving some help. no one was forced to help me. and notjoe did a great job in sealing my knowledge that this license was fucked.

why pay for a lawyer, especially with something as simple as this?

[eroswebmaster]

Originally posted by ParasiteTV
there's nothing wrong with asking/ recieving some help. no one was forced to help me. and notjoe did a great job in sealing my knowledge that this license was fucked.

why pay for a lawyer, especially with something as simple as this?

#1 It apparently wasn't so "simple," you couldn't understand it.

#2 You're asking someone who is not a lawyer to explain a legal d.ocument written in legalese to you...they could be wrong.

[notjoe]

Originally posted by eroswebmaster
#1 It apparently wasn't so "simple," you couldn't understand it.

#2 You're asking someone who is not a lawyer to explain a legal d.ocument written in legalese to you...they could be wrong.

Have you ever requested feedback for a design from NON designers? Have you ever requested feedback on anything from anyone who may not be in the same field as the thing you've requested the feedback on?

Maybe you should stick to the "Would you hit it" threads.

[ParasiteTV]

Originally posted by eroswebmaster
#1 It apparently wasn't so "simple," you couldn't understand it.

#2 You're asking someone who is not a lawyer to explain a legal d.ocument written in legalese to you...they could be wrong.

by 'simple' I meant short and relatively straighfoward... as you can see at the beginning of the thread I also thought that this contract was stipulating that i would lose the rights to my footage. i just wanted a second opinion.