privileged & confidential viacom proprietary information · los mandamientos del licensing en...

Best Practices in Monetizing Content and Limiting Liability for

Copyright Owners and Licensees

Privileged&ConfidentialViacomProprietaryInformation

By Aleena Maher March 20, 2017

I. “Licensing Out” Original TV Programming by a Copyright Owner (“Licensor”)

II. “Licensing In” TV Programming from a Studio or Other Content Owner by a Television Network (“Licensee”)

III. Key Contractual Provisions in a Licensing Agreement

IV. Creating Marketing and Promotional Materials Based on a Copyright Owner’s IP

V. Hot Topics in Television Today

Viacom owns a lot of IP across its family of TV networks, ranging from kid–friendly programming on Nickelodeon to South Park on Comedy Central to Acapulco Shore on MTV Latin America.

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BENEFITS

§ Control of all rights

§ Potential for generating revenue across multiple platforms and media

§ Potential opportunities for creation of derivative work (e.g., spin-offs), format licensing

PITFALLS

§ May pay all of the costs of production

§ Takes all risk – program may fail

§ Potential liability for third party claims

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BENEFITS

§ Limited Financial Risk – license fee (inclusive of residuals, costs of production)§ Not responsible for profit participants§ Limited Risk of Liability § Potential to Generate Advertising Dollars

PITFALLS

§ Limited License Period § Limited Rights§ Limited ability to restrict distribution of programming after end of license period — e.g.,

may have allocated marketing dollars and cannot renew license period despite popularity of program (e.g., Project Runway went from Bravo to Lifetime TV).

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§ PARTIESCopyright Owner – LicensorTV Network – Licensee

§ GRANT OF RIGHTSTraditional Models Digital Platforms

Linear Television FVOD – Free Video On DemandPay TV SVOD – Subscription Video On DemandFree TV TVOD – Transactional Video On DemandCable DTO/EST – Download To Own/Electronic Sell ThroughSatellite DTR – Download To Rent

Promotional Rights§ RESERVATION OF RIGHTS§ LICENSE PERIOD§ RIGHT OF FIRST NEGOTIATION / LAST REFUSAL§ NUMBER OF RUNS§ LICENSE FEE§ PRIOR EXPOSURE§ EXCLUSIVITY§ ADVERTISING / SPONSORSHIPS§ OTHER – E&O, CONFIDENTIALITY, LEGAL (REPRESENTATIONS & WARRANTIES, INDEMNITY, TERMINATION,

ASSIGNMENT, GOVERNING LAW, JURISDICTION), STANDARD TERMS AND CONDITIONS

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Many Stakeholders InvolvedSpike TV licensed “Star Wars” movies from Lucasfilmand created its own materials using Lucasfilm’s IP.

§ Need for Approval of Lucasfilm of creative conceptand then final approval of actual creative and placement etc.

§ Need for Approval of Talent whose images appear – not an endorsement of a product or service or Spike or an advertiser.

§ Need for Approval of Others, e.g., George Lucas. § Limiting risk of copyright infringement.§ Use approved images and bios of talent.§ Keep advertisers logos and names away from key art.

“This Film is Sponsored by Kodak” vs. Kodak’s logo on same page near image of talent.

§ Need tune – in.

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§ Convergence of TV and Internet§ Virtual MVPDs§ Skinny Bundles

With your remote you navigate the relevant "App" and then click Enter.

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As you can see there is very little to distinguish the “open internet” delivery methods of EE TV from the closed cable/IPTV delivery method of Virgin. We must be able to be able to deliver all content on Hayu by both means.

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