On the Dotted Line
10 Tips on Contracts
by Gary Giudice

For anyone wishing to have any future in entertainment, contract law is an area you need to become familiar with. It is an important (and sometimes intimidating) fundamental business aspect that is oftentimes ignored, trivialized, or left to parents, pricey attorneys, or chance. The reality is many of us do not have parents who are attorneys or we cannot afford $300 an hour for someone to pore over every single legal question (and the questions are plenty) that comes up. Every time an actor agrees to play a part in a feature movie or a short film he/she is signing a contract outlining his/her responsibilities and rights to the producers. Contracts are a necessary part of the entertainment business and it is important that everyone wishing to work in the business become well versed in them. It is good to think of contracts in their purest form...legal agreements. You have agreed to do something on paper. A negotiating period has probably already been gone thru by the time that paper is in front of you, the pen is in hand, and you are dissecting all of the herewithins and henceforths. Everyone knows what their part is, it is now time to make it official.

Disclaimer: The information contained in this article is intended to provide general information and does not constitute legal advice. The writer of this article is not an attorney. You should not act or rely on any information in this article without seeking the advice of an attorney. Your use of this information is at your own risk.

1. Get an attorney. All of the rest of this is secondary to having licensed and insured counsel on your side. While Uncle Joe may be smart and wise, but if he's not an attorney then he's probably not giving you all of the legal insight that you require. Contract law is not necessarily entertainment specific and it is possible to get suitable advice from an attorney who practices in another area. An entertainment attorney deals with these issues day-to-day and should more readily understand situations, wording, and common industry practices. Any qualified counsel who can review your contracts, perhaps help draft them, answer your questions, and give you advice is an invaluable asset. Volunteer Lawyers for the Arts is a great resource for those who are unable to afford the services of an attorney. For a small yearly membership you can consult with an attorney twice a month at clinics and gain access to their library. Call (212) 319-2787, ext. 10.
2. Don't agree to or say you can do anything that you don't think you can do. Other parties may enforce that you put your money where your mouth is. Why agree to something if you know you can't accomplish it? Leaps of faith aside, your responsibilities outlined in any contract should be in the realm of what you can actually accomplish. Don't misrepresent yourself in any situation. Verbal agreements can be binding in New York State and you can be brought to suit on something you said casually at a bar or a party.
3. It is important (and requires a bit of well-honed paranoia) to think of your adversary party as just that—an adversary. Don't expect the other person who is signing to necessarily be looking out for your best interests. As is the nature of business, your best interests may be in direct conflict with his/hers. I once had a dealing with an agent who spun a great story about a strategy to yield his client more money at no additional cost to the production. He failed to mention a whole other process that needed to be gone through in order to protect the production in that situation. Ultimately that situation didn't end up costing the production any more money but the production unknowingly risked a great deal. Don't be too trusting or look to him/her for answers and guidance. Ask someone else and re-visit the conversation. Don't commit to anything until you do your homework. Remember, verbal agreements can be binding. Realize that everyone is looking for the best deal for themselves. Have someone who is on your side and who knows law to answer your questions.
4. Always have an expiration date. If you do end up in a bad contract, at least you can look forward to the fact that it will end at some point (hopefully in the very near future). The music business is filled with stories of bands whose ex-managers, though they did nothing to get the band to any successful point, hold up their signing with a label because they are contractually bound to that person. The wording is usually that the contract can be extended thereafter by mutual agreement by both parties. If you don't agree to it, then the contract is over. You can either renegotiate the terms at that point or walk away from the other party completely.
5. Read your contract. Sounds simple but I have seen many a time someone just rush through a signing in order to get through it and move forward to the next step only to find out later that they signed something that they didn't intend to sign. Especially artists...the business side is usually not their strong suit and they just want to get on with all the boring stuff. "We already talked about this enough. Let's sign it already and get on with it." Bad move. The contract states what your and the other parties' legal responsibilities will be. You are going to be held accountable for those responsibilities (and the other parties for theirs) for the duration of the agreement, which could be up to a year or longer. Make sure you are signing something that you are comfortable with. Question anything with the preparer or the adversary party that was not discussed previously or that you don't fully understand. New things pop up all the time in a contract. They get lost in the translation, it is a new idea that the preparer had at 1 A.M. last night, or things try to get snuck in. Make sure what is written is what you agreed to and what you came to sign.
6. Have both parties initial any changes. If there are changes requested at the time of the signing it may be possible to write them in or cross out whatever is problematic right there. Any modifications to the contract should be initialed by both parties for legal accuracy.
7. Reserve your right to not sign. If there is anything at all you are not fully comfortable with, walk away with a copy to be reviewed and agree to come back another time. Don't be pressured by "we have to do this now," "you are messing up the timing,""you don't want to sign,""you have wasted my time." I would rather not be involved in a situation at all than sign a contract that I am not 100% comfortable with. Let me say that again: I would rather not be involved in a situation at all than sign a contract that I am not 100% comfortable with. A police officer once pulled my mother over for blowing a yellow light when the car behind her honked incessantly for her to go. My mother was obviously upset that she was being blamed when the officer saw the whole scene. The officer responded, as he handed her a ticket, "nobody is driving your car but you." Contracts will bind you to that person and that situation for, oftentimes, a year or longer. Hopefully it is a situation where the other party needs you just as much as you need him/her and they respect you enough to return another day. If not, do you really want to be in a contract with that person anyway? (This is a delicate issue though and an entire other article could be written about it. The entertainment business moves very fast sometimes and oftentimes you risk losing an opportunity if you can't get on board right then and there. One purpose of this article is to combat that as much as possible by imploring people to become as versed as possible in contract law.)
8. Always take a copy with you. Never leave the table without a signed copy of the contract. Ideally you want a copy with original ink which means that more than one copy of the same contract has to be executed. If that arrangement has not been prepared for you by the time you get to the table then request it. Pay the $0.25 at Kinkos yourself if you have to. Always retain a copy for your records.
9. Read up. There are many books out there and websites dedicated to issues that may be similar to yours. Read "Dealmaking in the Film and Television Industry" by Mark Litwak, published by Silman-James Press. Read up on applicable issues in your free time. Not the most interesting reading for most of us who just want to be creative but as important nonetheless as knowing who Stanislavsky was.
10. Use contracts yourself. Most of the discussion henceforth has been about being the party other than the preparer. Be the preparer too. This is obviously not suitable for every situation but if you and another party are agreeing to do something then get it in writing. Especially if you are paying someone for something. A contract is nothing more than a paper agreement stating what both parties agreed to do. Get it on paper. It also helps for clarity a year from now when neither of you can recall exactly what you agreed to and who was supposed to do "that." If someone is not willing to sign then that speaks volumes of his/her intention to do it in the first place. There is a great book called "Contracts for the Film and Television Industry" by Mark Litwak that has many sample contracts along with explanations of their uses.
    

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