On the 8th day of Christmas, my client gave to me, 8 month delivery… (Mel’s Remix)
In honor of the holidays, I’d like to share a few tips with you to make sure you go into the new year with new knowledge. Instead of the 12 Days of Christmas, I present to you — The 12 Days of Contracts! Yes, I’m a legal nerd!
In these 12 days, I will share some contract basics, terminology, and other info so you can be more informed on what a proper contract needs to contain to make it valid and enforceable.
Prior 12 Days Posts:
IF YOU MISSED IT, SEE DAY 7 (SCOPE) HERE | IF YOU MISSED IT, SEE DAY 6 (RIGHTS) HERE | IF YOU MISSED IT, SEE DAY 5 (FEES) HERE | IF YOU MISSED IT, SEE DAY 4 (TERRITORY) HERE | IF YOU MISSED IT, SEE DAY 3 (TERM) HERE | IF YOU MISSED IT, SEE DAY 2 (ELEMENTS) HERE | IF YOU MISSED IT, SEE DAY 1 (PARTIES) HERE
If there is no delivery or unsatisfactory delivery, the contract falls apart.Melanie Rodriguez aka The Entertainment Esquire
Assuming you will read and understand the contract (hopefully with the help of skilled attorney), you will understand what needs to happen in order to meet obligations.
Specifically, in entertainment contracts or contracts for goods, there will be a delivery component, or also called “deliverables”. This means how the good/service has to be delivered in order to be complete and satisfactory under the contract. If there is no delivery or unsatisfactory delivery, the contract falls apart. Legally, this can be considered a breach (which we will discuss in Day 9).
In the music context, delivery can be tied to albums or singles. In film/TV, delivery can be tied to pilot episodes, series start date, production schedule, etc. It’s important to track and calendar these deadlines, so you know when delivery under a contract is due. Factor in time it takes to use any third party entities as well.
In some contracts, delivery is of the essence, meaning it is a strict part of the contract and needs to be fulfilled or it will cause the contract to be breached. Always negotiate, understand, and track important dates in your contracts!
Here’s a caveat: In a contract for physical goods only and/or commercial sales contracts, delivery can have its own specific legal meaning, as governed by the Uniform Commercial Code (UCC). This post specifically excludes this discussion as I am only referring to contracts in the context of intellectual property rights.
Always negotiate, understand, and track important dates in your contracts!
Sometimes the term is tied to the deliverables. The term can be conditioned on supplying a set number of items within the term. Other times there are certain delivery requirements that must be met, and the failure to follow can lead to breach of the contract.
Other contracts will contain “Minimum performance requirement”(MPR). An MPR by either party can be used to ensure that obligations under the contract are being met. This can be tied to a set number of deliverables, minimum sales, or some other metric. Questions to consider:
Questions to ask:
- 1) What is the delivery schedule? Are there a set number of deliverables? This is the “when” of the contract, aka when the items of the contract are due. In the music context, delivery can be tied to albums or singles. In film/TV delivery can be tied to pilot episodes, series start date, production schedule, etc. It’s important to track and calendar these deadlines, so you know when delivery under a contract is due. Factor in time it takes to find and use any third party entities that contribute as well.
- 2) What is the delivery requirement? This is “how” of the contract, aka how do these items need to be delivered, specifically the format and other specific requirements. Sometimes the contract calls for “commercially satisfactory” or “technically satisfactory” to meet the delivery standard. It’s important to understand the distinction between the two and build this into the contract up front to avoid ambiguity. What one party may consider satisfactory, is not satisfactory to the other party.
- 3) Is delivery tied to any other part of the contract? The delivery schedule can sometimes match or mirror the term, but not always. Is your fee/payment/royalty tied to delivery? The sooner you produce, the sooner you get paid.
If you have any questions related to an contract you signed or need guidance for constructing your contracts, please contact me.
*Disclaimer: This post is for informational purposes only and does not constitute legal advice. An attorney client relationship is not formed until there is a signed fee agreement*