Keep it Simple: What You Need to Establish Chain of Title
November 19, 2014 by Katherine Imp
“Chain of Title” is the industry term used by distributors, financiers, studios, and networks to describe the official record of ownership in a property or asset. If you are a film producer, you will inevitably be asked to provide chain of title documents to a third party interested in buying, selling, licensing, investing, or partnering with you. It is one thing to personally represent and warrant that the appropriate rights have been secured; it’s a whole other story if you can prove that all rights have been acquired through documentation. Thus, chain of title documents provide a way for third parties to assess risk prior to joining forces with you.
So what documents should you include in your chain of title package?
Though not all inclusive, here are a few examples:
• Copyright registration certificates
You should include copyright registration certificates for creative work you own AND for underlying work that you do not own. For example, if you licensed music for your film, you may own the film, but you don’t own the music in the film.
• Work-for-Hire agreements
A work-for-hire agreement transfers ownership in a creative work from the author to the employer. In a motion picture, everyone from the writers and actors to directors and editors, need to sign a document with a work-for-hire provision. If the author is retaining ownership, then a license agreement is required. If your contract is silent as to ownership (or there is no contract), you will not be able to establish a clean chain of title.
• Screenplay agreements
When it comes to screenplays, there are a few questions to ask yourself: Who wrote the original screenplay? Did anyone make revisions? Is the screenplay based on a book? Who owns the copyright to that underlying story? Is the screenplay about someone’s life? Who manages the life rights for that person? All of these issues need to be accounted for in your chain of title document through option and purchase agreements, acquisition agreements, and/or applicable releases.
• Errors and Omissions Insurance
Errors and omissions (E&O) insurance is required before establishing any third party distribution deal with your film. Essentially this insurance indemnifies you from lawsuits that may arise, whether it’s a claim for copyright infringement, defamation, or an alleged right of publicity violation. The application for E&O insurance is usually accompanied with an opinion letter from your attorney, analyzing the risks of a future lawsuit.
The goal of filmmaking is to share your creative work with the public. Without a proper chain of title, however, you run the risk that no distributor will pick up your project and thus it will never get seen. Don’t let missing paperwork get in the way of sharing your work with the world. Keep it clean, and if you need help, ask for it.
Katherine (Kate) Imp is an entertainment attorney at Ramo Law PC and Chicago native. She specializes in film finance, production and distribution for clients in Illinois and across the country. Contact Kate at @KatherineImp or firstname.lastname@example.org.
Disclaimer: The information in this column is intended for general information purposes only and should not be construed as legal advice.