Chapter 10
Deal Memos
INTRODUCTION
This chapter provides a few of the most commonly used deal memo forms. If you need one that isn’t here, check with your project attorney or legal affairs department. No one should do a picture without the help of and/or guidance from an entertainment attorney, but for those of you who do much of the legwork on your own before having an attorney check over your work, you can access fundamental industry-related legal guidelines and basic agreements and contracts from books such as Mark Litwak’s Dealmaking for the Film and Television Industry and Contract for the Film & Television Industry (SilmanJames Press) and The Pocket Lawyer for Filmmakers by Thomas A. Crowell (Focal Press). But again, because this isn’t a one-size-fits-all industry, play it safe and have a real entertainment attorney review all of your deals and contract documents.
THE CAST DEAL MEMO
The Cast Deal Memo form in this chapter is a sample of what a casting director, casting administrator or producer would fill out after an actor has been set. It’s not a contract and is solely meant to confirm the basics of the deal. Also referred to as a Booking Slip, a copy is sent to the actor’s agent and to all those who need the “booking” information (producer(s), director, UPM, assistant directors, production coordinator, etc.) Full contracts for lead talent are prepared by the production’s project attorney, the studio or network’s legal affairs department or casting administration department (if applicable) and are typically several pages long. Contracts for supporting talent and day players are often prepared by the production coordinator using standard SAG contract forms or standard studio/network contract forms that include all appropriate guild language. There are several studios, network and production entities that won’t allow actors to appear in front of a camera until they’ve signed their contract, so contracts should be prepared as soon as possible once an actor’s deal has been confirmed.
CREW DEAL MEMOS
As for the crew, each employee should be required to sign a contract or deal memo prior to his or her first day of work. Your project attorney or legal department will generally draw up contracts for the producer(s), director, lead talent, casting director, production designer, director of photography, costume designer, editor and music composer. Everyone else gets a deal memo (even interns), so they know up front the exact terms of their employment — what their salary will be (including overtime rates and payment for sixth and seventh days worked), how they will be traveling to location, how much their per diem will be, if they’ll be receiving screen credit, etc. Signed deal memos protect both the production company and the employee. It’s not unusual for crew members who start shows without deal memos to have to deal with misunderstandings and disappointment later on.
WRITERS’ DEAL MEMOS
The Writer’s Deal Memo and Writing Team Deal Memo are, much like the Cast Deal Memo, used only to confirm the basic terms of a deal. They’re not substitutes for full contracts and must be immediately followed up by one. Until a fully executed contract is in place, the production doesn’t own or control the rights to the story and/orscreenplay.
DGA DEAL MEMOS
Unlike previous editions of this book, there are no DGA deal memos in this chapter. The reason for that is that (no matter what type of show) they can be downloaded directly from the DGA website: www.dga.org.
Copies of signed DGA deal memos must be sent to the DGA’s Reports Compliance Department (no later than commencement of services), care of the National Office of the Directors Guild of America, at 7920 Sunset Blvd., Los Angeles, CA 90046. Their phone and fax numbers are as follows: (310) 289–2000 (phone) and (310) 289–2029 (fax). The deal memos and agreements included in this chapter are intended as basic guidelines. You and your legal advisor may want to make changes and/or incorporate additional specific provisions or conditions to the terms of employment as they relate to your production. Many producers also issue forms attached to deal memos, which employees are requested to sign, acknowledging that they have received, reviewed, and thoroughly understand company policies and guidelines pertaining to such things as: safety, sexual harassment, environment concerns, standards of business conduct, confidentiality and filmmakers’ code of conduct.
Give each member of the crew a copy of his or her signed deal memo (including all attached riders and forms of acknowledgment). Copies should also be given to the production manager, production accountant and/or payroll service. The original should be retained for the company’s master files.
Note: loanouts are required to have valid corporations and federal tax ID numbers, and they should complete a Crew Deal Memo in addition to a Loanout Agreement and Inducement form (see agreement form in Chapter 3).
FORMS IN THIS CHAPTER
• Cast Deal Memo
• Crew Deal Memo
• Writer Deal Memo
• Writer Team Deal Memo
All services hereunder are subject to the terms and conditions of any applicable collective bargaining agreement and in accordance with the Immigration Reform and Control Act of 1986 and other applicable laws. Any offer of employment to Employee is conditioned upon satisfactory proof of applicant’s identity and legal ability to work in the United States.
If a daily rate is indicated, services are for a minimum period of one day. If a Weekly rate is indicated, services are guaranteed for a minimum period of one week and prorated thereafter in accordance with applicable collective bargaining agreements. There is no other guarantee of the period of services. All “travel only” and idle days shall be paid at their minimum guaranteed compensation or allowance as provided for in the applicable collective bargaining agreements, if any.
Employee agrees that no sixth (6th) or seventh (7th) day, holiday, forced call or overtime prior to call or after wrap will be paid unless authorized in advance by the UPM.
Employee acknowledges that the production is not responsible for the theft, loss and/or damage of Employee’s personal property or box rental items.
All results and proceeds of Employee’s services will be deemed to be a work made for hire specially commissioned by and for Producer within the meaning of the copyright laws of the U.S. or any similar or analogous law or statute of any other jurisdiction. Accordingly, Producer will be the sole and exclusive owner of the Results for all purposes, including, but not limited to, all copyrights to the Results (and any renewals or extensions thereof) together with the right to exploit the Results in the Program and otherwise in connection with the distribution, exhibition, advertising and exploitation of the Program or any part of the foregoing in any and all media and by any and all means, now known or hereafter devised, throughout the universe in perpetuity.
Employee acknowledges that this picture may be the subject of “behind the scenes” photography, which may be used in connection with the exhibition, distribution, advertising, publicity, promotion and/or other exploitation of the picture and hereby consents to such photography and use of the Employee’s name, voice or likeness therein without any further compensation to Employee and hereby consents to such usage.
Employee agrees not to participate directly or indirectly in the dissemination of information concerning Producer or the Program to individuals or entities, including without the limitation, texting, blogging by Employee or otherwise, or the use of social networking services including without limitation, Twitter, MySpace, Facebook and the like without the Producer’s prior written consent in each instance.
If Producer breaches this Agreement, Employee’s sole remedy will be an action at law for money damages. In no event will Employee be entitled to seek injunctive or other equitable relief nor will Employee have the right to enjoin the production, exhibition, or other exploitation of the Program. Furthermore, Employee will; not have the right to terminate the rights granted under this Agreement or rescind this Agreement by reason of such breach. This Agreement constitutes the entire understanding between Producer and Employee with respect to the subject matter of this Agreement and cannot be modified except by a written amendment signed by the parties.
