Warranties and Representations – What these contract clauses really mean.

Gordon P. Firemark

And, if you're like most of those folks, those contracts have required you to make certain “warranties and representations” But, what's interesting to me (and a little scary) is that when I ask my clients whether they've read and understood what they're signing, often as not, the answer is either a blank stare, or a simple “No. Most of us are familiar with the term “Warranty” from our experience as consumers of products in the marketplace.

Monday Morning JETLawg

JetLawBlog

After lawsuit filed for breach of warranty, Apple plans to fix iPhone glitch. In the news… Elena Kagan’s record indicates she might be friendly to entertainment cases. Finland becomes first country in the world to make broadband a legal right for every citizen.

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Publication Agreements

Media Law Prof Blog

Using hypothetical publication agreement drafts, this article explores copyright, warranty, representation, indemnity and other traps awaiting unwary Harold Anthony Lloyd, Wake Forest University School of Law, has published Publish and Perish? Handling the Unreasonable Publication Agreement. Here is the abstract.

Is your indemnification clause worth the paper it’s printed on?

Gordon P. Firemark

Like the Representations and Warranties clauses, almost every entertainment industry contract contains an indemnification clause. In other words, if a party (the indemnitor ) breaches one of its warranties or representations, it promises to defend and hold harmless the other party (the indemnitee ) from and against any and all losses, claims, damages, etc.

Asked & Answered: How to avoid being sued when basing characters on real people

Gordon P. Firemark

When you sell a screenplay, you’re required to make “warranties and representations&# that the work is original and doesn’t infringe anybody’s rights, invade privacy, etc. Q: My current screenwriting project is taken from the old adage to “write what you know&#. As such, it is a story from my perspective, working in a medical office.

Asked & Answered: Can I sell my novel after I’ve already sold the screenplay?

Gordon P. Firemark

Q: If a screenwriter sells the copyright to their screenplay, do they also give up the rights to the novel if they’ve written one based on the same story? A: Not necessarily.

20 ways to use your entertainment lawyer in the new year.

Gordon P. Firemark

Entertainment industry deals are constantly evolving, and usually involve a complex web of rights, permissions, clearances and warranties. Are you missing opportunities because you're not using your entertainment lawyer? If you're like most people, you don't think much about having a lawyer on your side until you need advice, or to make or defend against some kind of threat.

Open COVID Pledge Rolled Out to Make Patents and Other IP Available for COVID-19 Response

New Media and Technology Law

As with some traditional open source licenses, the licensed IP is granted without any warranties and the license is suspended if the license threatens or initiates any legal proceeding against the pledgor. In an innovative initiative in the battle against the Coronavirus, the newly-formed Open COVID Coalition (the “Coalition”) launched the Open COVID Pledge (the “Pledge”), a framework for organizations to contribute intellectual property to the fight against COVID-19.

Notice of Terms via Buried Link within a Post-Sale Email Unenforceable

New Media and Technology Law

Under that heading was a small hyperlink labeled “Warranty [pdf]” (which opened to a two-page document titled “Terms & Conditions”). In Starke v. SquareTrade, Inc. , 17-2474, 2019 WL 149628 (2d Cir. 10, 2019), the Second Circuit affirmed a ruling that denied a web service’s motion to compel arbitration, finding that the user did not have reasonable notice of the arbitration provision contained in the terms and conditions that were communicated via a hyperlink in a post-sale email.

Self Defense Checklist

Entertainment Law Resources Blog

WATER DOWN THE WARRANTIES: Warranties are promises. If you make an absolute warranty, you will be liable, even if you made a good-faith mistake and honestly believed that you had secured all the rights. Therefore, it is best to make your warranties “to the best of your knowledge and belief,” rather than making them absolute. Here is a summary of some of the most important ways film¬makers can protect their interests: 1. OBTAIN ALL PROMISES IN WRITING.

iPhone “Jailbreaking” is Fair Use

JetLawBlog

Apple has been quick to point out that legal or not, jailbreaking voids the warranty on the iPhone. Every three years, the U.S. Copyright Office reviews the Digital Millennium Copyright Act (DMCA), and issues opinions on how it should be interpreted.

JUST PUBLISHED! 2ND EDITION RISKY BUSINESS

Entertainment Law Resources Blog

UPDATED AND REVISED $26.95 CONTENTS FILMMAKER SELF-DEFENSE CHECKLIST 1. ORGANIZING YOUR COMPANY Choice of Business Entity Sole Proprietorship General Partnership Limited Partnership Corporation Limited Liability Company (LLC) 2.

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Self Defense Checklist

Entertainment Law Resources Blog

WATER DOWN THE WARRANTIES: Warranties are promises. If you make an absolute warranty, you will be liable, even if you made a good-faith mistake and honestly believed that you had secured all the rights. Therefore, it is best to make your warranties “to the best of your knowledge and belief,” rather than making them absolute. Here is a summary of some of the most important ways film¬makers can protect their interests: 1. OBTAIN ALL PROMISES IN WRITING.

Biggest Losers Putting Themselves in Big Danger?

JetLawBlog

As many of us resolve to drop holiday weight, one of my favorite reality shows, The Biggest Loser , begins. As a long time fan of the show, I can say that over the years the challenges have gotten more difficult and the contestants have become more overweight.

Pandemic: Force Majeure Contracts and Insurance in the Music Business

Music Technology Policy

day (30) period (or at such earlier time which Company may designate by notice to you), and you shall be deemed to have fulfilled all of your obligations under this agreement except those obligations which survive the termination of this agreement (such as warranties, re?recording [ This post first appeared on MusicTech.Solutions ]. After the cancellation of SXSW, we need to think about those “force majeure” clauses that everyone skips over in contractual boilerplate.

Risky Business at UCLA February 20, 2010

Entertainment Law Resources Blog

Particular attention is paid to how producers and filmmakers can protect their interests by watering down warranties, getting added to the E& O policy, using lab access letter to retain possession of the negative, and utilizing termination and arbitration clauses. Mark will present his "Risky Business: Financing & Distributing Independent Films" seminar at at UCLA on February 20.

Risky Business at UCLA February 20, 2009

Entertainment Law Resources Blog

Particular attention is paid to how producers and filmmakers can protect their interests by watering down warranties, getting added to the E& O policy, using lab access letter to retain possession of the negative, and utilizing termination and arbitration clauses. Mark will present his "Risky Business: Financing & Distributing Independent Films" seminar at at UCLA on February 20.

JUST PUBLISHED! 2ND EDITION RISKY BUSINESS

Entertainment Law Resources Blog

THE DISTRIBUTION AGREEMENT Principle Terms of a Distribution Agreement Territory Media Term Distribution Fee Distribution and Marketing Expenses Advances and Guarantees Consultation Rights Warranties and Representations Accounting Arbitration Insurance Termination Allocation of Package Revenue Governing Law Territorial Minimums Access to Master Materials Return of Materials Delivery Contract: Lab Access Letter Contract: International Distribution Agreement (Filmmaker-friendly version) 7.

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DISTRIBUTION 101 – Foreign Sales Agents

Entertainment Law Resources Blog

WARRANTIES: The filmmaker's warranties, in regard to infringement of third party rights, should be to the best of the filmmaker's knowledge and belief, not absolute. With the start of the Festival De Cannes and accompanying Marche Du Film, one is reminded that film is both an art form and a business. The festival will exhibit approximately 22 feature films in competition, another 20 in Un Certain Regard, 6 Out of Competition and 10 in Special Screenings.

California Rules on Ethics of Social Media Postings

Media Law

The statement further violated ethical rules, the panel said, because it includes “guarantees, warranties, or predictions regarding the result of the representation.” Would you consider it ethical for a lawyer to post the following to a social media site such as Facebook: “Another great victory in court today! My client is delighted. Who wants to be next?”

Too Big to Fix Part 1: YouTube’s Thimblerig, or What’s Inside Your Black Box Today Mr. Schmidt?

Music Technology Policy

SNOCAP relies on the representations and warranties of the first person to Register content in the Database that the claims made by that party with respect to Registered content are true, correct and accurate. In a classic example of the abuse of monopoly power, Google once again has demonstrated its “catch me if you can” corporate mantra with its highly subsidized YouTube video search platform.

Register of Copyrights Says "Who Knows?" on Ownership of Computer Program Copies

New Media and Technology Law

Neither does the exemption invalidate contractual provisions that may apply to the use of the device, such as provisions voiding a device warranty in the case of jailbreaking. Who owns the firmware on a smartphone, the device manufacturer or the purchaser? Ownership of copies of computer programs is a thorny issue with which the federal courts have grappled in numerous cases.

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Google’s Glass Brick: Permissionless Innovation Begins at Home….NOT!

Music Technology Policy

” If you do that without permission, “Google reserves the right to deactivate the Device, and neither you nor the unauthorized person using the Device will be entitled to any refund, product support, or product warranty.” “ It’s really important that we protect the rights of really good looking people in this society ,”. Attorney Andrew Bridges of Fenwick & West (frequently representing Google) quoted at Beautiful Person Derek Khanna’s SXSW Panel. __.

Purchasing Life Story Rights

Entertainment Law Resources Blog

An important part of any depiction agreement is the “Warranties and Representations” clause. A warranty is a promise. The warranties must cover all conceivable situations. Before you decide to purchase the rights to a person’s life story, it is worth considering what you are buying. When you buy the rights to portray someone in film or television, you are buying a bundle of rights.

Bloggers Beware of Demand Media’s Demand for Ownership

Media Law

Upon request by us, and at your own cost, you will promptly provide us with such documents and agreements as we may require to further evidence and confirm your representations, warranties, and covenants under this Agreement, including material and location releases and assignments. Way back in 2006, I accepted an invitation to enroll this blog in something called the BlogBurst Network. It described itself as “a syndication service that places blogs on top-tier online destinations.&#

Purchasing Life Story Rights

Entertainment Law Resources Blog

An important part of any depiction agreement is the “Warranties and Representations” clause. A warranty is a promise. The warranties must cover all conceivable situations. Before you decide to purchase the rights to a person’s life story, it is worth considering what you are buying. When you buy the rights to portray someone in film or television, you are buying a bundle of rights.

Risky Business at UCLA February 21, 2009

Entertainment Law Resources Blog

Particular attention is paid to how producers and filmmakers can protect their interests by watering down warranties, getting added to the E& O policy, using lab access letter to retain possession of the negative, and utilizing termination and arbitration clauses. Mark will once again present his yearly "Risky Business: Financing & Distributing Independent Films" all day seminar at the UCLA campus on February 21, 2009.

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Risky Business at UCLA February 21, 2009

Entertainment Law Resources Blog

Particular attention is paid to how producers and filmmakers can protect their interests by watering down warranties, getting added to the E& O policy, using lab access letter to retain possession of the negative, and utilizing termination and arbitration clauses. Mark will once again present his yearly "Risky Business: Financing & Distributing Independent Films" all day seminar at the UCLA campus on February 21, 2009.

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Entertainment Law Resources Blog - Untitled Article

Entertainment Law Resources Blog

Particular attention will be paid to how producers and filmmakers can protect themselves by: investigating distributors; watering down warranties; adding contract provisions covering performance, termination, and alternative dispute resolution; getting errors and omissions (E&O) insurance; and using lab access letters and schedules of minimums.

Screenwriter Sues Mel Gibson for Fraud

Entertainment Law Resources Blog

Attention is paid to how to protect oneself by modifying warranties, obtaining E&O coverage, using lab access letters to retain control of masters, and utilizing termination clauses. Mel Gibson has been sued for fraud and unjust enrichment by Benedict Fitzgerald, one of the screenwriters for Gibson's "Passion of the Christ."

Screenwriter Sues Mel Gibson for Fraud

Entertainment Law Resources Blog

Attention is paid to how to protect oneself by modifying warranties, obtaining E&O coverage, using lab access letters to retain control of masters, and utilizing termination clauses. Mel Gibson has been sued for fraud and unjust enrichment by Benedict Fitzgerald, one of the screenwriters for Gibson's "Passion of the Christ."

And a straw child shall lead them: Fan Fiction as an Example of Web 2.0 Double Rip Off

Music Technology Policy

Novik’s rep and warranty of originality will mean much? Some interesting points were made by the Committee and the witnesses at Tuesday’s (Jan 26) hearing before the House Judiciary’s Subcommittee on Courts, Intellectual Property, and the Internet on “The Scope of Fair Use” One high point for me was that the Chairman only had to gavel Professor Jaszi a single time. I guess the red light shall not be remixed.

Sixth Circuit Enforces Disclaimers in Consumer Online Clickwrap Terms of Service

New Media and Technology Law

Similarly as to the fraud claim, the court found that Doe could not have justifiably relied on a warning on the site that "all persons within this site are 18+" because the Terms and Conditions disclaimed any warranty based on any statement on the site itself that was not also contained in the Terms and Conditions, and because Doe knew from registering for the site himself that age was indicated by a check box and required no verification by the service. In Doe v.

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NEW YORK VOLUNTEER LAWYERS FOR THE ARTS

Entertainment Law Resources Blog

He will address how producers and filmmakers can protect themselves by watering down warranties, getting added to the E&O policy, using lab access letters to retain possession of the negative, utilizing termination and arbitration clauses. November 4, 2003 In this newsletter: NEW YORK VOLUNTEER LAWYERS FOR THE ARTS On Nov. 8 at the Lower Manhattan Cultural Council, Mark will conduct a comprehensive seminar that explores how independent films are financed and distributed.

NEW YORK VOLUNTEER LAWYERS FOR THE ARTS

Entertainment Law Resources Blog

He will address how producers and filmmakers can protect themselves by watering down warranties, getting added to the E&O policy, using lab access letters to retain possession of the negative, utilizing termination and arbitration clauses. November 4, 2003 In this newsletter: NEW YORK VOLUNTEER LAWYERS FOR THE ARTS On Nov. 8 at the Lower Manhattan Cultural Council, Mark will conduct a comprehensive seminar that explores how independent films are financed and distributed.

Creative Commons Corporation: Because it sure seems to cost a lot of money to give things away for free

Music Technology Policy

THE LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE WORK, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MARKETABILITY, MERCHANTIBILITY , FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT , OR THE ABSENCE OF LATENT OR OTHER DEFECTS, ACCURACY, OR THE PRESENCE OF ABSENCE OF ERRORS, WHETHER OR NOT DISCOVERABLE. By Chris Castle reposted from August 2010.

Creative Commons Corporation: Because it sure seems to cost a lot of money to give things away for free

Music Technology Policy

THE LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE WORK, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MARKETABILITY, MERCHANTIBILITY , FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT , OR THE ABSENCE OF LATENT OR OTHER DEFECTS, ACCURACY, OR THE PRESENCE OF ABSENCE OF ERRORS, WHETHER OR NOT DISCOVERABLE. By Chris Castle reposted from August 2010.

UPCOMING UCLA SEMINARS

Entertainment Law Resources Blog

Particular attention is paid to how producers and filmmakers can protect themselves by watering down warranties, getting added to the E & O policy, using lab access letter to retain possession of their negative, and utilizing termination and arbitration clauses. April 17, 2002 UPCOMING UCLA SEMINARS I will be teaching a new UCLA extension class this summer on Financing Independent Features and Negotiationg a Distribution Agreement.

UPCOMING UCLA SEMINARS

Entertainment Law Resources Blog

Particular attention is paid to how producers and filmmakers can protect themselves by watering down warranties, getting added to the E & O policy, using lab access letter to retain possession of their negative, and utilizing termination and arbitration clauses. April 17, 2002 UPCOMING UCLA SEMINARS I will be teaching a new UCLA extension class this summer on Financing Independent Features and Negotiationg a Distribution Agreement.

Moore Digs Obama's Firing of GM's Wagoner

Thompson On Hollywood

the sight of our president having to promise that he would back every GM warranty and give consumers a bonus if they trade in their old Grand Am for a hybrid, was alternately sad, hilarious, and just plain weird.

CONGRATULATIONS TO OUR SUNDANCE FILMMAKERS

Entertainment Law Resources Blog

Particular attention is paid to how producers and filmmakers can protect their interests by watering down warranties, getting added to the E& O policy, using lab access letter to retain possession of the negative, and utilizing termination and arbitration clauses. Congratulations to Producer Ben Odell whose film “Padre Nuestro," a Spanish-language immigrant drama set in New York City was awarded the Dramatic Grand Jury Prize, at the 2007 Sundance Film Festival.

CONGRATULATIONS TO OUR SUNDANCE FILMMAKERS

Entertainment Law Resources Blog

Particular attention is paid to how producers and filmmakers can protect their interests by watering down warranties, getting added to the E& O policy, using lab access letter to retain possession of the negative, and utilizing termination and arbitration clauses. Congratulations to Producer Ben Odell whose film “Padre Nuestro," a Spanish-language immigrant drama set in New York City was awarded the Dramatic Grand Jury Prize, at the 2007 Sundance Film Festival.

California Officials Pursuing Noncompliant LLC's

Entertainment Law Resources Blog

Particular attention is paid to how producers and filmmakers can protect themselves by watering down warranties, getting added to the E & O policy, adding performance, termination and arbitration provisions, using lab access letter to retain possession of the negative, and a schedule a minimums.

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