Page 56 - AVN January 2013

Business Sense_01.13 12/24/12 2:50 PM Page 56
LAWYER UP | By Corey Silverstein
Let’s Talk Content
Important elements to identify in licensing agreements
“Licensee”) for product use. Licenses protect propri-
etary rights in things such as software, content and
other products. For example, adult-themed images
and videos.
While a license agreement can be used to protect
different types of intellectual property such as copy-
rights, patents and trademarks, this article will focus
on copyrights related to adult themed images and
videos. It is important to note that intellectual
property is a complex area of the law and you should
Corey Silverstein is the managing member of the
Law Offices of Corey D. Silverstein, P.C. His practice
is dedicated to all areas of the adult industry. Mr.
Silverstein can be reached through
MyAdultAttorney.com or by email at corey@silver-
steinlegal.com. This information is not intended to
constitute legal advice and should not be relied
upon in lieu of consultation with legal advisors in
your own jurisdiction. It may not be current as the
laws in the area of informed consent change fre-
quently.
This article does not constitute legal advice and
consult with your lawyer before proceeding. A
simple mistake involving your use of intellectual
property can cost you a lot of money.
In terms of granting the Licensee a license to the
Licensor’s product, a written license agreement is a
must. Do not think for one second that you will be
able to move forward without a written license
agreement; oral representations will not be enough.
The license agreement does not have to be long or
complicated. In most cases lawyers recommend hav-
is provided for your information only. Transmission
of the information contained in this article is not
intended to create, and the receipt does not consti-
tute, an attorney-client relationship between sender
and receiver.
ases
LEGAL NEWS
A lic ense all ows an
intellectual property
rights holders (the
“Licensor”) to make
money fr om an
invention or creative
work by char ging
a user (the
“Licensee”)
for product use.
”
As I write this column, the holiday season has arrived and with it the end of the
year. And when the new year rolls around, the adult industry enters into one of
the busiest trade show schedules of the year. In the month of January alone,
AVN presents an array of shows in Las Vegas: the AVN Adult Entertainment
Expo—both the B2B show and the Fan Fest—the Adult Novelty Expo, the
AVN Awards Show, and InterNext. Also in the month of January, XBiz presents
XBiz 360.
Trade shows are a fantastic way to network, learn, improve and grow as a
member of the adult industry community, and I urge you to take advantage of
the many benefits of the trade shows. I have been attending AVN-sponsored
trade shows for over a decade and I am continuously amazed by the great
seminars and speakers put together by the AVN team.
There is a good chance that you are reading this article while you are at one
of the trade shows mentioned above and I encourage you to attend as many
seminars as possible. Don’t be afraid to step into a seminar that you don’t think
affects your particular business; you never know where and when you are going
to pick up a new skill or tool. You also never know when you may meet
someone who can help you take your business to the next level.
This year I will be presenting a seminar at Internext on January 15 from
noon to 1 p.m. Together with my colleague Lawrence G. Walters, Esq., of the
Walters Law Group, we will be presenting a seminar on content production
basics from a legal perspective. Model releases, 18 U.S.C. section 2257
compliance, copyright registration, work for hire agreements, licensing,
photographer and distribution agreements will all be addressed. Whether you
are new to the adult industry or a veteran, this seminar will provide the
information that you need to legally produce and exploit content. I would like
to extend a personal invitation to readers to attend this seminar, and I hope
that you will take a moment to introduce yourself.
One of the topics of discussion for my seminar will be the license agreement,
which is also the topic of this month’s article. Feel free to bring any related
questions to the seminar.
Before discussing license agreements it is important to understand what a
license is. A license allows an intellectual property rights holder (the “Licensor”)
to make money from an invention or creative work by charging a user (the
ing straightforward license agreements to avoid
ambiguity. It is important to remember that “forms”
that you find online were not made for your specific
purpose and that utilizing a “form” that you find on
Google could have substantial repercussions. Hiring
a lawyer for a license agreement may seem like an
unwanted expense but a lawyer will be able to tailor
a license agreement for your particular purpose.
In my opinion four of the most important
provisions of a proper license agreement are to
identify the following: (I) who the Licensor and
Licensee are; (II) the scope of the license; (III) the
licensed product; and (IV) the consideration.
The Parties: Licensor and Licensee
The first step in drafting a license agreement is to
clearly identify the Licensor and the Licensee. This is
extremely important because you need to make sure
that the Licensor actually possesses the intellectual
property rights to the product that is being licensed.
You would be surprised to learn how frequently this
error is made and the Licensee learns later that that
the Licensor did not have the right to license the
product. It is equally important for a Licensor to
know exactly to whom he is licensing the product. I
urge you to consider conducting an investigation of
the Licensee prior to executing a license agreement,
especially if the Licensee is a foreign entity.
The Scope of the License
Every license agreement must contain the scope of
the license being granted—i.e., what is the Licensee
allowed to do with the licensed product. For purposes
of illustration I will use the example of a website
operator (the Licensee) licensing content from a
content producer (the Licensor). In most cases the
scope of the license shall either be exclusive or non-
56 | AVN.com | 1.13