Representative Matters

We have advised clients on, and negotiated and closed, a diverse range of matters and deals in the music industry, including the following:

• Full range of music publishing and recorded music agreements, including: exclusive recording agreements; music publishing agreements (e.g., exclusive songwriter, co-publishing, administration, and sub-publishing agreements); “label agreements”; and manufacturing and distribution agreements (“P&D” deals)
• Agreements with Internet services for distributing and monetizing sound recordings and musical compositions via the Internet and other IP-based services, including by means of downloading, streaming (including interactive, non-interactive, subscription, and advertising-supported services, with or without offline functionality), “locker” (cloud-based) services, combinations of the foregoing (e.g., portable and non-portable, mixed use, and bundles with non-music product), and for use as part of user-generated content
• Strategic transactions, including acquisitions and divestitures of recorded music and music publishing catalogs
• Joint ventures and profit-split agreements;
• Artist management agreements;
• Live performance and touring agreements;
• Music video production agreements;
• Synchronization licenses for motion pictures and other audiovisual content
• Licenses for using musical compositions and sound recordings in software, such as interactive video games and “apps”
• “Blanket” license agreements with each of the “major” recorded music companies
• Public performance license agreements (for musical compositions and sound recordings)
• Due diligence matters relating to music industry agreements, musical compositions, sound recordings, and associated copyright and contractual issues, including for investments and strategic transactions
• Branding, endorsement, marketing, merchandising, and sponsorship agreements
• Collateralizing the copyright ownership of musical compositions and sound recordings
• Soundtrack album agreements;
• Producer agreements;
• Administering and managing copyright assets, including registering copyrights in musical compositions and sound recordings
• Trademark matters, including acquiring and protecting domain names and other Internet identifiers (such as “user names” for social media services)
• “Sample” and “interpolation” licenses for sound recordings and musical compositions
• Licenses for “grand rights” of musical compositions
• Composer and lyricist agreements for musico-dramatic works (such as musicals)
• Agreements to compose original music for use in “apps” and interactive video games
• As part of digital use licenses, preparing and submitting to content owners “white papers” on content protection and security, communicating ingestion and reporting specifications, and other digital asset requirements
• Counseling on jurisdictional and rights matters relating to musical compositions and sound recordings made available via the Internet, including using geo-filtering technology and preventing access from devices that have a particular geographical internet protocol (GEOIP) address

» More about the Music practice

We have advised clients on, and negotiated and closed, a diverse range of matters and deals relating to motion pictures, television productions, and other video programming, including the following:

• Agreements for acquiring, producing, distributing, and monetizing motion pictures, television programs, and other video content (scripted and unscripted), including:
  • agreements for acquiring (or options to acquire) rights to underlying properties (e.g., scripts, formats, literary works (published and unpublished), and life story rights),
  • agreements with talent (e.g., actors, directors, composers, producers),
  • agreements with third party production companies, agreements for ancillary, incidental, and subsidiary rights (e.g., merchandising rights, soundtrack album rights, novelization rights, and rights to produce and exploit remakes, sequels, prequels, and spin-offs),
  • agreements for using third party intellectual property in motion pictures and video programming (e.g., synchronization licenses, other copyright licenses, and trademark licenses),
  • non-disturbance agreements, location agreements, certificates of authorship, and general talent releases
• Public performance licenses for distributing video content via broadcast television, cable and satellite, and the Internet, including over-the-top (OTT) providers, and other IP-based delivery systems
• Content license agreements
• Agreements for distributing and monetizing motion pictures and video programming via the Internet and other IP-based services, including by means of “over-the-top” providers (OTT), multi-channel networks (MCNs), and streaming services, and by means of electronic sell-through (EST) and “locker” (cloud-based) services
• Cable and satellite carriage agreements for television networks (including video-on-demand and authenticated subscriber (“TV Everywhere”) services and “VCR” functionality) (i.e., “affiliation agreements”)
• Jurisdictional and rights matters relating to copyrighted works made available via the Internet, including using geo-filtering technology and preventing access from devices that have a particular geographical internet protocol (GEOIP) address
• Agreements for digital asset management systems and digital media storage platforms
• Agreements for designing, acquiring, integrating, and implementing a customized infrastructure for producing, editing, storing, and managing all video programming for a cable television network
• Assisting with preparing and submitting to content owners “white papers” on content protection and security, communicating ingestion and reporting specifications, and other digital asset requirements
• Agreements for “air chain” services, such as agreements for origination, encoding, play-out, and uplink services, and transponder capacity lease agreements
• Synchronization licenses
• Reviewing content for risk analysis, such as potential applicable torts (e.g., privacy torts and commercial or trade torts), possible unauthorized commercial uses of the name, likeness, or other indicia of identity of any person (right of publicity matters), copyright issues, and trademark usage, and evaluating any possible privileges or exemptions to the foregoing
• Conducting due diligence concerning the intellectual property underlying a motion picture or other audiovisual production, including reviewing the chain of title
• Negotiating and drafting exclusive sponsorship agreements, product placement agreements, agreements with creative agencies, agreements for purchasing advertising inventory, and agreements for online advertising platforms
• Branding, endorsement, marketing, merchandising, and sponsorship agreements
• Counseling on matters associated with the right of publicity, commercial or trade torts, trademark, and unfair competition;
• Strategic transactions, including acquisitions and divestitures of motion picture and video programming libraries
• Collateralizing the copyright ownership of motion pictures and other types of audiovisual works
• Administering and managing copyright assets

» More about the Film and TV practice

We have advised clients on, and negotiated and closed, a diverse range of matters and deals relating to the digital content ecosystem, including the following:

• All of the agreements and licenses required for distributing and monetizing recorded music, motion pictures, television productions, video programming, and other entertainment content via the Internet and other IP-based systems, including by means of digital downloads and electronic sell-through (EST), streaming services (including ad-supported, subscription, interactive, non-interactive, portable, non-portable, online only, or having offline functionality), digital “locker” (cloud-based) services, “over-the-top” video providers (OTT), multichannel networks (MCNs), and for use as part of user-generated content
• Agreements for producing original content
• Agreements for designing, operating, maintaining, and hosting Internet sites
• Drafting and implementing privacy policies and terms of service (ToS)
• Regulatory and statutory compliance matters, including the “safe harbor” provisions of the Digital Millennium Copyright Act (DMCA),
• Transferring, processing, storing, and securing personal data (including personally identifiable information), including, issues related to the jurisdiction(s) where these activities occur
• Jurisdictional and rights matters relating to copyrighted works made available via the Internet, including using geo-filtering technology and preventing access from devices that have a particular geographical internet protocol (GEOIP) address
• Early and late stage financing
• Strategic investments
• Software development and license agreements
• “Local version” license agreements for video game software and “apps”
• Agreements for developing “apps”
• Master services agreements
• Outsourcing agreements
• Maintenance and support agreements
• Agreements for digital asset management systems and digital media storage platforms
• All of the agreements for implementing a customized infrastructure for producing, editing, storing, and managing all video programming for cable television network
• Agreements for composing and producing original music for use in interactive video games, “apps”, and other software products
• Preparing and submitting to content owners “white papers” on content protection and security, communicating ingestion and reporting specifications, and other digital asset requirements
• Agreements for “air chain” services, such as agreements for origination, encoding, play-out, and uplink services, and transponder capacity lease agreements
• Agreements for purchasing advertising inventory
• Agreements for online advertising platforms
• Independent contractor agreements
• Administering and managing intellectual property assets
• Non-disclosure agreements
• Agreements for the assignment and ownership of intellectual property created by employees or independent contractors
• Internet branding and marketing arrangements, including online “fan club” services

» More about the Digital Content Ecosystem practice

We have advised clients on, and negotiated and closed, a diverse range of matters and deals relating to licensing, including the following:

• Licensing sound recordings and musical compositions for distribution and monetization by digital methods, including by means of downloading, streaming (including interactive, non-interactive, subscription, and advertising-supported services), “locker” (cloud-based) services, combinations of the foregoing (e.g., portable and non-portable, mixed use, and bundles with non-music product), and for use as part of user-generated content
• “Sub-publishing” agreements for administering musical composition copyrights in foreign territories
• Public performance licenses for music (musical compositions and, as applicable, sound recordings), including for digital music services, cable and television networks, and digital audiovisual distribution services. (For example “blanket” public performances from the performing rights organizations ASCAP, BMI, and SESAC to perform musical compositions publicly in the United States, which are required for most businesses that “publicly perform” musical compositions, such as broadcast radio stations, music streaming services, and clubs)
• Licensing motion pictures and other audiovisual productions for distribution and monetization via the Internet and other services employing Internet Protocol (IP), including “over-the-top” (OTT) providers, multi-channel networks (MCNs), electronic sell-through (EST), “locker” (cloud-based) services, and streaming services (subscription and advertising supported)
• Licensing motion pictures and other audiovisual productions for distribution and monetization via “traditional” methods, including by broadcast television and cable and satellite television networks
• Licenses for “life story” rights
• Licensing musical compositions, sound recordings, and other creative content, trademarks, and other intellectual property for use in motion pictures and other audiovisual productions and in software, such as interactive video games and “apps” (including “synchronization licenses”)
• “Blanket” licenses for
  • music product catalogs, including music publishing, recorded music, and music video
  • video libraries, including motion pictures and other audiovisual productions
• Licensing copyrights, trademarks, and “rights of publicity” for branding, endorsements, merchandising, and sponsorships
• Licensing ancillary and incidental rights associated with motion pictures and other audiovisual productions, including merchandising, co-promotions, and marketing tie-ins
• Licensing television “formats”
• Licensing “grand rights” in musical compositions (such as for “musicals”)
• Licenses included as part of the Terms of Service for Internet services and “apps”
• Software development and license agreements
• “Local version” license agreements for video game software and “apps”

» More about the Licensing practice

We have advised clients on, and negotiated and closed, a diverse range of matters and deals relating to branding, merchandising, sponsorships, and endorsements, including the following:

• Sponsorship agreements
• Endorsement agreements
• Marketing agreements
• Merchandising agreements
• Agreements for digital services related to artist “fan clubs”
• License agreements for “life story” rights
• Product placement agreements
• Agreements with creative agencies
• Agreements for purchasing advertising inventory
• Agreements for online advertising platforms
• Matters relating to branding, including rights of publicity, commercial or trade torts, trademark, and unfair competition
• Obtaining necessary copyright, trademark, and right of publicity licenses

» More about the Branding + Merchandising + Endorsements + Sponsorships practice

We have advised clients on, and negotiated and closed, a diverse range of matters and deals relating to the Arts, including the following:

• Matters relating to producing live theatrical productions, including dramatic plays, musicals, and ballets
• Agreements for acquiring live stage rights, including “life story rights” and live stage rights for literary works and motion pictures
• Agreements with composers and lyricists for composing new music for musicals, ballets, and other “dramatico-musical” works (productions consisting of music and drama)
• Agreements for acquiring “grand rights” for musical compositions
• Agreements with talent, including actors, choreographers, designers, directors, and playwrights,
• Agreements with theaters and other venues for presenting live theatrical productions
• Agreements for the consignment and sale of artwork, including sales by auction houses, dealers, and galleries, and private sales
• Agreements for fabricating, printing, and making other reproductions of artwork
• Representation agreements between artists and galleries or art dealers
• Artwork commission agreements (including fabrication and installation matters)
• Lending and exhibiting artwork
• Copyright, trademark, First Amendment, right of publicity, and other legal matters related to artwork
• Royalties and other compensation matters for creative talent in the Arts

» More about the The Arts practice

We have advised clients on, and drafted, negotiated, and closed, a diverse range of corporate matters and deals, including the following:

• Forming and structuring the governance framework of business entities, including corporations and limited liability companies
• Drafting the necessary organizational and governing documents, such as the certificate of incorporation, bylaws, operating agreement, or partnership agreement
• Employment agreements
• Structuring, forming, and operating joint ventures
• Strategic transactions (and related due diligence matters), including acquisitions, divestitures, and mergers
• Strategic investments, such as through private placements
• Collateralizing intellectual property, such as copyrights
• Early and late stage financings
• Managing and administering intellectual property assets
• Outsourcing agreements
• Master services agreements
• Independent contractor agreements
• Nondisclosure agreements
• Agreements for the assignment and ownership of intellectual property created by employees or independent contractors
• Risk management issues

» More about the Corporate practice