Merchandising (Character/Logo) Contract
Merchandising can generate substantial revenue for an Independent Filmmaker’s Project. The Product may be a song, sound track CD, T-shirt, clothing style, character doll, a toy etc.
The Independent Filmmaker (the Licensor”), licenses the Right to sell these Products to other manufacturing/fabricating companies (the “Licensee”). In most instances there is no risk to the Independent Filmmaker because the manufacturer/fabricator incurs all manufacturing and distribution expenses. The Independent Filmmaker receives an advance per product, and royalty payments, often between five and ten percent of gross revenues from sales to retailers (i.e., the wholesale price). If the Project flops and the products don’t sell, the manufacturer incurs the loss.
This Agreement between the independent Merchandiser/Fabricator and the Producer is drafted in plain English that is easy to read and comprehend. This is a fourteen page, twenty-nine clause legal Agreement. The Agreement may be filled in on your computer or printed out and filled in later.
We regularly receive feedback that we have successfully drafted our filmmaker contracts to be as complete as possible for all legal situations. However, should you experience a unique personal situation requiring the drafting of a special clause, please contact us at your convenience. Otherwise, you may be obliged to find a local entertainment lawyer experienced in the film making industry who will draft any and all other clauses for your Project’s unique situation or circumstance.
This Agreement is part of the Producer’s Deal, and the Investor’s Deal.
Licensor Name: ____________________________________________
Producer(s) Name: _______________________________________________
Producer Company: ______________________________________________
Project Name: __________________________________________________
Project Genre: _________________________________________________
(film, music video, stage production, game show, etc)
Herein the Producer is known as the Licensee.
1.LICENSE:(a) Grant of License: Licensor grants to Licensee for the term of this Agreement, subject to the terms and conditions herein contained, and Licensee hereby accepts, the exclusive right, license and privilege to utilize the names, characters, artists’ portrayal of characters, likenesses and visual representations as included in Project (collectively the "Property") solely and only in connection with the manufacture, advertising, distribution and sale of the article or articles specified in Schedule "A" attached hereto and by this reference made a part hereof (such articles being referred to herein as "Licensed Products") under the terms and conditions stated herein. Licensee agrees that it will not utilize the Property in any manner not specifically authorized by this Agreement.
(b) Limited Grant: Nothing in this Agreement shall be construed to prevent Licensor from granting any other licenses for the use of the Property in any manner whatsoever, except that Licensor agrees that, except as provided herein, it will grant no other licenses effective during the term of this Agreement, for use in the Licensed Territory of the Licensed Product(s). Licensor specifically reserves all rights not herein granted, including, without limitation, premium rights. For purposes of this Agreement, premium rights shall mean use of the Property in such manner as to identify it with a particular product or service other than the Licensed Products. It is clearly understood that the Licensed Products may not be sold for use, or be used as, premiums, self-liquidators, containers, or for any secondary use without the prior written consent of the Licensor.
2. TERRITORY: The license hereby granted extends only to the territory described in Schedule "B," attached hereto and by this reference made a part hereof (hereinafter: "Licensed Territory"). Licensee agrees that it will not make, or authorize, any use, direct or indirect, of the Licensed Products or Property in any other area, and that it will not knowingly sell articles covered by this Agreement to persons who intend or are likely to resell them in any other area, to the extent this prohibition is permitted . . . (continued)