Negotiating & Contracting
the Acquisition of Privately Held Intellectual Properties

Part Seven
By Harlington L. Hanna Jr.

Business & Contractual Readiness

Artists tend to be artistic in the way they deal with business and caught up in their artistic ideals. While this is good for production it usually leaves them unready to conduct business and usually not ready to conduct effective negotiating and contracting. Therefore it is important that the entertainment entrepreneur not be distracted or otherwise put off by this business and contractual unreadiness by artists or producers who they may be attempting to do business with. In fact this very unreadiness on the part of one negotiator is usually a blessing in disguise for the prepared negotiator. However many deals are lost on the artist or producers behalf because they are not ready to move forward and the entertainment entrepreneur simply moves on to the next seller or producer of product in order to avoid a waste of resources and efforts dealing with an unprepared seller. It is incumbent upon a seller to be prepared in a buyer's market opportunity knocks seldom if at all. Sellers cannot afford to miss opportunities for deals, which can effectively exploit their productions. If they do they are left with the prospect of having their beautifully and hard earned production sit on the shelf forever. Unfortunately this is the case for most productions. The fact is that for the vast majority of productions there is never even a substantial knock on the door. The product is produced and that is usually the end of it. To throw away the opportunity that may knock once in a lifetime is a tremendous waste of opportunity presented, especially if the knock came and you were unready.

The following checklist should help in preparing the stage for final closing on entertainment contracts.

CHECKLIST FOR CONTRACT CLOSING

Artists seeking a contract must secure the requisite legal ownership and documentation of such before the execution of the contract. The following list includes items and information which an artist must typically provide, if applicable, when signing any major publishing and/or distribution contract. These items should be provided by artist(s), producer(s), owner(s) or the applicable party or parties to the contract at or before the time of closing.

Name of owner(s).
Name of producer(s).
Names of any collaborators.
Name of copyright holder(s)
Names of songs
Names of artists & musicians appearing on product
Number and names of lien holders
Prior publishing, distribution, or label affiliation
Dates of beginning & completion of writing and production
Lyric sheets for all songs
Music sheets for all songs
Copyright certificates for all compositions and sound recordings
Copies of all written agreements used in development & production
Two copies of master tapes or manuscript
One copy of work tape(s) or disc(s)
All product inventory
Copies of prior reviews
Copies of prior sales figures
Copies of prior royalty receipts
Copies of prior airplay logs
Number and names of cover songs
Number and names of samples used
Copies of clearances or licences obtained
Copies of clearances or licenses granted

Most artists often produce their creations in a non-business secured manner and that many of the above items may not be fully available. In some cases the Company may assist the artist in resolving outstanding legal and business issues. Although almost always overlooked by artists, the business capability, and legal protection, defense and prosecution against infringement and other use of the productions is one of the most valuable assets an artist gains in signing a reputable publishing and distribution contract. The items on this checklist will help the acquiring entity and the I.P. holder to more effectively control, administer and exploit their assets.

 

  Part Six ----- Part Eight


For Further details of the Hannaian Business network and its associated business opportunities visit the Business Opportunities Section of the Hannaian Publishing Website at
http://www.hannaian.com/distribr.htm