The eLearning Center for Gatlin Education Services

The rapid computer-driven technological advance of the past ten years has spawned a lucrative sub-specialty for corporate, entertainment, and intellectual property attorneys and paralegals. Many legal issues have been raised by the proliferation of computer-based multimedia and technology properties. This course was designed for legal professionals and businesspeople involved in multimedia licensing. This course touches on a variety of legal and business disciplines: agency, employment law, entertainment law, intellectual property, advertising, marketing and distribution, financing, and corporate law, to name just a few. Patent and technology issues are also examined. The student is given a very complicated hypothetical transaction, and by working through the transaction with the aid of the teacher gains an understanding of the elements of a multimedia licensing agreement from the creation of a product through an eventual sale. Topic include creating the core multimedia product, vesting ownership, assembly, protection of the products'' components, marketing, financing, capitalizing and finally the sale of the product. The text contains dozens of suggested forms with commentary that should be greatly useful to the professional.

Reading Assignments:

Reading assignments are given weekly from the provided textbooks. Reading is also assigned from the supplementary course documents as listed below.

Supplementary Course Documents:

Students have continuous access to these course materials via the online classroom.

• What is Multimedia?
• Multimedia Technology: Past, Present & Future
• The Paralegal’s Role in the Multimedia Transaction
• Westlaw Guide

Discussion Topics

Discussions are a mandatory part of the course and make up 15% of the total grade given. They are broken down by week in the online classroom.

Practical Assignment (required):

The Practical Assignment is posted at the beginning of Week Three and due by the end of that week.

Quizzes and Tests

All students are required to take a final test during the final week of the course. Tests are administered in the online classroom, and all answers must be submitted by the last day of class.

Grading:

Grading is calculated as follows:

Course Topics:

Week One Highlights

• 1.03 CREATING THE CORE MULTIMEDIA PROPERTY
• Most multimedia transactions first involve the creation or acquisition of the core multimedia property.
• Confidentiality agreements serve to protect the confidentiality of any disclosures between parties.
• 1.04 VESTING OWNERSHIP RIGHTS IN THE CORE PROPERTY
• Employment law plays a role in this stage of development of the multimedia product.
• Whether an employee or a consultant, the company must take every precaution in preserving its rights in the property, making sure that any work done by consultants is done on a work-made-for-hire basis.
• 1.05 ASSEMBLING THE MULTIMEDIA PRODUCT
• Whether film clips, photo stills, sound tracks, voice-overs, or any other multimedia property, the multimedia company must get permission from the owner of the property if it is not the owner itself.
• There are essentially two methods by which the multimedia company may get the rights to use these various properties. First, and more common, is by license. Second, is by assignment.
• Identifying and obtaining all the rights necessary for each and every work that goes into the multimedia property will often require great effort.
• 1.06 PROTECTING THE MULTIMEDIA PRODUCT
• Depending on the nature of the work, it may be proper to obtain copyright, trademark or patent protection for the product.
• 1.07 MARKETING THE MULTIMEDIA PRODUCT
• Even the most innovative of products will be doomed to the discount rack if they are not marketed properly.
• 1.08 FUNDING THE MULTIMEDIA PRODUCT
• Assembling the multimedia package is a costly proposition.
• 1.09 CAPITALIZING ON THE MULTIMEDIA PRODUCT
• Merchandising a property aspect of the multimedia product can be more profitable than actual sales of the product.
• 1.10 KEY CONTRACT TERMS
• Compension Considerations. In putting together a multimedia transaction, a great deal of time must be spent in understanding and structuring the compensation provisions to ensure that it makes fiscal sense to everyone involved.
• Protection Problems. A particular emphasis must be placed on obtaining and protecting intellectual property rights.
• Clearance Challenges. Clearance if third-party rights is necessary.
• Termination Troubles. Termination rights allow a licensor to terminate a marginally performing licensee in favor of another that may be better able to capitalize on the property.
• Grant Aggravation. Usually the terms of merchandising license agreements run for relatively short, fixed terms with renewal options as opposed to longer agreements with termination rights.
• Quality Considerations. Most merchandising license agreements have very stringent quality control provisions, with approvals required at various stages of the product development cycle.

Week Two Highlights

• 2.1 Confidential Disclosure Agreements
• Confidential disclosure (or non-disclosure) agreements disclose confidential or proprietary information of one party to another, and serve to preserve and protect intellectual property rights.
• They are used in all types of industries and for all types of information.
• 2.2 Agent and Broker Agreements
• While agents and brokers are commonly referred to as "agents," their relationship with the property owners is more similar to that of a sales representative than that of an "agent" as that term is understood by the legal community.
• Rarely do these agents have the power to vind property owners.
• Their role is to seek the best possible deal for the property owner and then present that deal for the owner's approval and signature.
• In drafting broker agreements, the length of the agency grant is important to both parties, and pay attention to the post termination compensation provisions of the agreement.
• 2.3 Product Development License Agreements
• The licensing of intellectual property rights is central to the creation of the multimedia work.
• One of the most effective methods of ensuring that oral negotiations will result in entry into a formal licensing agreement is through use of a letter of intent or deal memo.

Week Three Highlights

• 3.1 Employment Agreements
• Employment agreements are entered into upon the commencement of employment or upon the assumption of a new position.
• All corporate employees should sign an Employee Inventions Agreement.
• 3.2 Consulting Agreements
• Corporate America has moved away from the concept that all tasks must be performed by their employees.
• Consultants are used in all areas.
• 3.3 Work-Made-For-Hire Agreements
• These types of agreements are entered into between companies and independent contractors for the creation of copyrightable material.
• These agreements must recite that any work being performed by the contractor is on a "work-made-for-hire" basis as that term is understood under copyright laws and that the company owns all the rights in the work product.

Week Four Highlights

• Most of the third-party multimedia property rights that go into assembling the final multimedia product are acquired by license.
• The goal is to identify all of these multimedia property rights and arrange to secure the rights therein by either license, consent or permission, or assignment.

Week Five Highlights

• 5.1 Copyright Application Forms
• Copyright protection is frequently used to protect individual components of a multimedia property. Copyright protection is an easily perfected statutory right which attaches to original works of authorship fixed in a tangible medium of expression and lasts, in most cases, for a term of seventy (70) years. Please note that at the time the text was written, the term was fifty (50) years.
• Registration of a copyright with the Copyright Office is relatively simple and inexpensive, requiring only the submission of an application for copyright registration, deposit of the work for which copyright protection is claimed and payment of the statutory fee of thirty dollars ($30). Please note that at the time the text was written, the fee was twenty dollars ($20)
• 5.2 Trademark Application Forms
• Trademark protection is frequently used to protect major components of multimedia properties.
• One obtains trademark rights upon the commencement of actual use of the mark in commerce.
• Trademark rights can be infinite in duration.
• The cost for filing a trademark per class is $335. Please note that at the time the text was written, the fee was $245.
• 5.3 Patent Application Forms
• Design patents are granted by the Patent and Trademark Office (PTO) for any new, original, and ornamental design of an article of manufacture.
• In determining whether a design is new and original, the PTO typically uses a standard whether the design would be obvious to a "designer having ordinary skill in the art" rather than to an ordinary person.
• 5.6 State Trademark Protection
• There are situations where there are distinct advantages in obtaining state trademark protection, either in place of federal trademark protection or as a supplement to federal trademark protection.
• Some states tie remedies against counterfeiting to state trademark registration.

Week Six Highlights

• Marketing a multimedia property involves the development of a number of relationships with third parties that possess particular expertise in marketing and promotion.
• An advertising and promotion program must be established, typically using the services of an outside advertising agency or public relations firm.
• A distribution network must be established.
• Often "shrink-wrap" licenses are used.
• Demonstration copies of a product often will be necessary, and protection can be provided under a "demonstration agreement".

Week Seven Highlights

• 7.1 Funding the Multimedia Product
• Producing and marketing a multimedia project is expensive.
• Two principle ways for many multimedia companies to raise the needed capital for such projects are through bank loans and entering into joint ventures with third parties.
• Many multimedia companies rely on a combination of both vehicles for funding projects.
• Lending institutions often use an assignment, whether conditional or outright, of the borrower's collateral in order to further secure the obligations of the borrower. In the areas of multimedia and technology, this collateral generally takes the form of the intellectual property of the borrower. Trademarks, patents and copyrights are valuable properties.
• 7.2 Business Formation Agreements
• Multimedia companies will typically look to partnering opportunities for the creation and development of multimedia products.
• Two of the more common forms of such arrangements are strategic alliances and joint ventures.

Week Eight Highlights

• Capitalizing on the Multimedia Product
• There are many different ways that owners can capitalize on successful multimedia products.
• "Merchandising" refers to the licensing of the name or logo for unrelated or ancillary type products such as t-shirts, posters, plush items, etc.
• Merchandising is big business.

Week Nine Highlights

• Buying and Selling Assets
• In the multimedia industry, as in business, the merger and acquisition of companies plays a key role in the evolution of the industry.
• Such transactions involve the transfer of more than just physical assets. Intangibles such as intellectual property, contracts, and customer lists are valuable properties that make up a large percentage of the assets being purchased.
• Asset purchase agreements are used to transfer the seller's assets to the buyer.
• Whatever the assets, it is crucial to fully identify and set forth all the assets that are part of such an agreement.