 units will know that your pores will be very clean by the time the weekend is ever. So welcome to Miami, we are thrilled to have you all. I'm Nan Barnett, I'm the city rights conference coordinator. And I wanted to just take a few moments to introduce you to your team for the weekend and so you'll know who to grab when you need something. I promise you that we won't all be able to do everything for you. But between us, we could probably come pretty close. So I'm just gonna ask them to like raise their hands and wave and we're all wearing, do wear your name tags cuz I know they're not very attractive and not the most perfect accessory for all you're wearing. But it does help us all stare at your belly button and try to figure out what your name is. And it also helps as I learned yesterday if you wear the correct name tag. I got called my son's girlfriend's name yesterday for a while before I figured it out. So we have a wonderful, wonderful group of interns and assistants and people that are supporting us throughout the week. And I just wanna quickly run through Joy Finer is there in the black. She's the director of operations for City Theater. And she's the reason that we're all here and making this all work for us. So if you need anything, she's always a good point person. Suzy Westphall, I think you all know the officially literary manager for City Theater, but she's the reason that we are here really. She's our city rights goddess. Who's next? Metty, no, Kevin Macera. Sorry, Kevin Macera is here with us. He is the National New Play Network's producer and resident of Actors Express in Atlanta. And he's come down to join us for the weekend. Rachel Chapnick, a playwright herself and a University of Miami student who's joining us. She was here last year, so you need anything from last year. She's the repository of that. Jordan Hale just graduated from Actors Express intern class in Atlanta. And is here to help her and a great guy. Melody is also staff at City Rights. And she's like tickets, reservations, all those kind of things. Anything like that you need. And Audrey Felinski is with us. She's a student at FSU. And she's being an intern of all interns here this summer. Our other really important person that you all need to know is Matt Dees. Matt's in the corner here. He's at the University of Delaware. He's also a two-timer. And he has the Wi-Fi information. Yes. For any of you looking to connect to Wi-Fi, it is the Kimpton connection. And once you open up a web browser on that first page, if you enter the email address epicwifi at gmail.com and just enter that email address, you should be good to go. If you have any issues. There's no Wi-Fi. Epic Wi-Fi. There's no Wi-Fi, right? WIFI. Nope, all lowercase, no spaces. Just epicwifi at gmail.com. Enter that email address and you should be good to go. Okay. Anything else? Let me just zip in here really quick. Because we're running a little bit late and I know these sessions need to go quickly split. Just today, we're all meeting in this room together for the plenary session. When does a playwright need a lawyer? Well, a playwright will need a lawyer because to learn about that here so that you don't need one later, just to cut to the chase on it. But as the wife of a lawyer and as a playwright and a wife of a lawyer, I can tell you this is a very, very important session to be in. And you have a remarkable panel. All day there are remarkable, remarkable panels and I'm glad you're here. Following the plenary session, the lawyers will move down to the first room. And everything will get set up there and on you go. And playwrights stay here. We will have a luncheon all together and then lawyers will go back down there. Scholars will move in there and the rest of the playwright population will remain here. We will be directing traffic a little bit today. So, but if you get lost, it's not far to go. So we'll be fine and restrooms are down at this end as well. Okay, so without further ado, Steve Eisenberg. I got it. Thank you so much. Hi, I'm Steve Eisenberg and I am on the planning committee for the continuing legal education portion of this conference. First of all, let me welcome all of you playwrights and lawyers to this joint conference. When we began this idea of putting playwrights and lawyers together, we didn't know whether it would be sort of combustible or creative and interesting. I'm up for the latter. The end of the CLE session today ends with when does a lawyer need a playwright? And there's great stuff in between. So I invite the lawyers to pay particular attention to see both sides of that same coin. During the course of the day, we'll be talking about lots of interesting issues that sort of overlap both sides. The arts, playwriting, intellectual property, and lawyer of those things. I'm here because I'm going to introduce to you your first speaker. Our first speaker is a returning victim or presenter, however you look at it. It's David Faux, who's sitting to my left or right. David is a fabulously informed lawyer and participant in the arts and theater community. His bio is in your books. For those of you who have CLE books, I'm going to tell you a little bit about it, but I would recommend that you study it, read it, and really understand where he's coming from. David is a graduate of Brooklyn Law School. He was a Fulbright scholar in South Korea. He serves on a multitude of ABA and New York State Bar Association panels on intellectual property law and the arts. And is the current in-house counsel and board secretary for the Dramatist Legal Defense Fund in New York. He comes to us from the Dramatist Legal Defense Fund. Full of information, I would say pay close attention, take copious notes, and learn from our first guest speaker this morning, David Faux. Thank you for being with us, David. Thank you. If we have scholars in this room, if you can move to the back row, I think we're all scholars. Sorry, there's no one here. I could go and sit over here. I'm going to turn this on just in case, you can't hear me. Can people hear me fine in the back without that? Really? Can you, sir? You can hear me fine? You can hear me? Alright. Then we'll use a little bit less technology unless we need it for the streaming. No? Okay, great. So that was a great introduction for me. I'm humbled and I thank you for letting people know that I didn't just come off the street. I have been practicing at the Dramatist Guild and for the Dramatist Legal Defense Fund since 2007. Before that, I was an environmental attorney. That sounds very hippy, hippy-ish, crunchy type of legal practice to do, but just to allay any misconceptions, I was not practicing on the side of the environment. So since then I have been cleansing my soul. And what we're gonna do this morning is, well, first of all, I'd like to thank city rights. This is, I am a repeat presenter here and I'm very proud of the fact that I've lost count. I don't know if this is my third year, I think, but it might be my fourth. And especially thanks to city rights and especially Susie Westwall, the fact that Susie is not only one of the sweetest people that you'll ever meet, but she's amazing. But that fact is manifest here by everybody showing up every year for these multi-day conferences. And also thank you to Sturm's Weaver, especially Kelly. Kelly was supposed to moderate this, but she said she had a court date that a judge said, you know, I think her client did some of it, some emergency she had. She had a court date before a judge. And for those of you non-lawyers, when a judge says, you have to show up here on this date at my courtroom, it's not a question, it's not a negotiation, you have to do that. And so she said she couldn't introduce us, she couldn't be here to moderate, but she would try to get here as soon as possible. I made her promise that she wouldn't do anything that would result in her being held in contempt. And then Allen, I think Allen Flimer's supposed to show up, and he came up with some excuse of why he couldn't be here. He said it was law-related, but I've heard from some unreliable sources that he's booking a face painter for tonight's game. So we'll see what he looks like when he shows up. I'm gonna give an overview of when a playwright needs a lawyer. And from these perspectives, the author's producer of the author as an author, and just a little brief statement of what the author should know. And during that presentation, I'm gonna refer to Laura Bruny who will answer some questions from her position as Executive Director of Miami's Business and Arts Council. And Laura, do you wanna say a couple words about yourself and your organization? Sure. Good morning, and welcome to Miami for those of you that are visitors here. They asked me to just give a short overview about the cultural community in Miami-Dade. So I'm gonna do that, and I'm also gonna give you some tools that you can use both for legal issues and also just as artists tools that we have in Miami and that they also have in a lot of other cities and some tools that are cyber tools that you can use for many words. So we're really proud of the cultural community in Miami-Dade. We are one of the fastest growing cultural communities. We get a lot of attention in December when Art Basel comes here. People from all over the world converge on Miami and we become visual art center for that time of year. But we have a lot going on throughout the year. The New York Times called Miami the New New York and we think that that's true. That arts have a $1.1 billion economic impact in Miami-Dade. We have over 13.5 million people attend the arts every year in Miami-Dade, which is actually more than attends sports. I used to always say the arts are better because we never have a losing season. But now with the heat, I can't really say that anymore. Although there's a lot of clever partnerships that have happened between the arts and the heat. The Miami City Ballet and the heat are 25 years old this year. So if you're driving down just came Boulevard around the arena, I don't recommend that today or tonight. But later in the weekend, you'll see street signs that show pictures of ballet dancers with heat players, which are visually arresting. And also one thing I thought was really awesome is Florida Grand Opera has a bet with Opera San Antonio on the finals game. And the loser has to come to the winner's city and do a free concert. So we're really looking forward to hosting a free opera here. So, and they've really been talking smack on Twitter with each other. I like to see the arts talking smack with the sports world. The arts generate over 30,000 jobs in Miami-Dade. So we are actually a major economic sector here. And we also have become a major part of our initiative called The Beacon Council is Doing, which I forget the name of, when Miami is one goal or something like that. But it's all about producing jobs and the creative industry is actually one of the sectors in that because they recognize that we really have a major impact in the local community. So about tools, Andy Arthur is here. She is the director of the South Florida Theater League. So if you want to know anything about local theater, she does Miami-Dade and, or Miami-Dade, Palm Beach and Broward County. So. And the row. And what? And the row. So if you want any information about the local theater community, Andy is definitely the point person. They have a great website, which has a lot of information, information about shows. We have over 1,100 arts groups in Miami-Dade. So we have a huge cultural community here in South Florida. And we have probably about 50, 60 great theater programs within those 1,100. So for some tools, the Arts and Business Council is part of Americans for the Arts, which is the largest arts advocacy program in the country. If you're not familiar with that, I really encourage you to go to their website artsusa.org. It's a great resource. They have blogs, so on. They have tons of information about arts advocacy, about private sector development, about arts and business. They also have resources on all the Arts and Business Council programs under their offices, which are in about 20 cities. So if you're in one of the cities that have an Arts and Business Council, I encourage you to look into that. It's a great resource for getting volunteers, for getting access to the cultural community for consultations. Most of them do great workshops and programs. So that is a really great resource and you can get all of the information. Alan, we heard you were getting your face painted. So I'm at my ankle's tip. I thought you'd have like a big flame on the side of your face. So that's a great resource. They also have a free advocacy program you can join, the Arts Action Alliance. When you're on the website, we're trying to get a million people on there and it really gives us great power in the national political arena. So if you're interested in cultural funding, I encourage you to put your name and be one of the members of that. And then you get great updates and information about issues, political issues that impact the arts throughout the country. Another great resource is artsmarketing.org, which is a national resource for marketing the arts. They do a national conference every year, but they have articles, they have chat rooms, they have lessons where on the top you can click and learn how to do a marketing plan, learn how to do a media plan. Also information about marketing yourself as an individual artist. So there's a lot of really great free information on that site. And then finally, volunteer lawyers for the arts, which we do in Miami as part of the Arts and Business Council. VLA is not trademark. So there's iterations of VLA's all over the country in different ways. So like in New York, LA, Chicago, they actually are standalone, huge organizations with great resources for artists. A lot of cities do like we do and they're a program of another, like an arts council or an arts and business council or something like that. A lot of them do legal clinics. A lot of them have free information that you can download off of their websites about contracts for artists, about copyright to give you kind of an overview about that kind of information. So that is also a great resource. And I will be around for the whole day. So if you see me and you want information about Miami or other resources that might be available in your community, please let me know. Thanks. The time up here, so if I look down at my phone, I promise that I'm not getting a speech and then occasionally checking my email. But I do want to get down to business when every year, I think now with more technologies and easier travel and more connections and more attention, the theater industry in terms of the business of theater, it was spiraling around the same material over and over again. So we circle around on the same problems, the same issues, the same situations, the same circumstances, but we do it from a slight, the same perspective but from a slightly different level. So you're gonna hear a lot from me along here this weekend about how there's... Playwriting is a trade like any other. And there's a craft side to the trade and there's a business side to the trade. And the business side to the trade is grossly ignored. And that's why a playwright needs a lawyer. But you're gonna hear that refrain over and over again of the important part of the business aspect of this trade. The first thing I wanted to talk about was authors, producer. Just to give you some background on this, there are three elements to a playwright that applies to the desire to self-produce. One is ambition and another is aspiration. They're very closely tied. And a lot of, Walt Whitman was famous for self-publishing his poems to try to get some traction and he succeeded obviously. We're all still reading leaves of grass once in a while I hope. And Gretchen Pryor on our council, I hope you all have heard of, has said that she probably never would have made it if she and Nancy Ford hadn't self-produced some of their early works to show producers that there had to be, that there was some commercial traction, there was some attention to this work and it was worth producing for the local community. But there's also this third element, I said three, ambition and aspiration. Those are very important. There's a third element and that third element is desperation. And it's a negative element and it's not, it's one, you can make the exact same decisions based on ambition and aspiration, but make them a desperation and it's different, right? The motivation of the decision is, it colors how you approach a problem. So for the playwrights out there, don't make decisions based on desperation. For the lawyers out there, be aware of this, of this, that there are people out there who say, my life is passing by and I'm not living this dream. And so I'm gonna be willing to do anything to live this dream. And a lot of people say that's why they're self-producing. That's when you make mistakes is when you're approaching it with desperation rather than aspiration. So with that background, let me talk about LLC formation. This is just the basic outline we're talking about in this session. But why, now why do you want to form an LLC? That is the first question that people would ask, is why would I even want to form an LLC? If I'm self-producing, why don't I just do it as an individual? Well, a limited liability company, it limits your liability. If you're putting on a show and a scaffolding, a piece of scaffolding falls on somebody's head, you don't wanna have to be sued for that as a self-producing playwright. You don't want your personal car, your home, your personal bank accounts to be accessible to a stranger who just happened to slip and fall in front of the theater when you're self-producing your work. You want there to be a buffer. You want there to be protection of your personal assets. That's why you form any corporation or that's one of the primary reasons you form any corporation. But let me give you a theater-specific example of why you would want to form a kind of corporation. Let's say you're doing a showcase at the New York State, a showcase performance and you're self-producing it. And you've hired actors and directors and designers to do this and everything goes well. But you didn't form a corporation to do it. You just put it on. And Jeffrey Richards comes along and says, you know, I was in the audience. Jeffrey Richards is one of the bigger Broadway productions. He usually has two or three Broadway productions going on next season. And he comes in and says, you know, I saw that production and I think we could do something with that. I think this would be good. So I wanna license it from here. Great, this is what you've been hoping for. This is the, whether it's been desperation or aspiration, this is what you wanted. You've got a Broadway shot. But now, where it gets out that Jeffrey Richards is looking at this, your director calls you up and says, you know, because you did a showcase with me as director, I didn't get paid much. That's the point of the showcase. I don't get paid much, but what I do get is I get to write a first refusal for the next, I think it's four years. Any production that happens after within those four years, I get to write a first refusal to direct that production. And the actors come because they talk to the director and they say, we get right a first refusal. A showcase in New York, you only have to pay the actors travel fees, round trip travel. In New York, that's $4.50 per day, right? It's two subway rides. So in exchange for that low pay, they get right a first refusal. So now you've gotta go back to Jeffrey Richards and say, well, it's great that you wanna put this on Broadway, but that director and all those actors that I used for the showcase production, you have to give them the right a first refusal. So either you have to pay them off or hope that they'll be paid off or use them. The script is now encumbered. And Jeffrey Richards will likely say, you know what, I have my own director in mind. I have my own actors in mind. I have my own process, so I'm gonna pass on this and call me when those rights of first refusal run out. Now, if the playwright had formed an LLC and it's done the proper work of licensing the play to the LLC, then that wouldn't happen because the director would come to the producer, the self-producing playwright and say, I get right a first refusal on that. And the playwright can respond, actually, no, you don't because you only get right a first refusal for a play by this producing house, this LLC. This LLC is not producing the play. So that's a very good and practical situation where the LLC buffers the assets, a personal asset of somebody from the world. God forbid you have success and the world wants to get at that asset, which is the script yet. Are there any questions about that? Thank goodness. So that's why you would want to form an LLC. Now, when LegalZoom first came around, a lot of lawyers, a lot of solo practitioners, I know a lot of solo practitioners, they were really worried about this. Oh my God, what's gonna happen? I mean, the internet is just gonna have this automatic LegalZoom thing. Nobody should ever use LegalZoom. What I found is that LegalZoom is probably not an issue because what happens is people who wanna form an LLC or form some sort of corporation, they go to LegalZoom and they have to answer these very complex questions which they don't know the answers to. How many shareholders are you gonna have? Are you gonna have shareholders or members? Are you gonna be a managing member? Are there any other managing members? Are you more partners or members? And these are questions that your lawyer would ask you and now there's a computer prompt asking, right? And the main difference, if you have a good lawyer, is that a computer won't be able to interact. That's the main difference. Hopefully your lawyer will interact with you and not to the property for questions. So LegalZoom is probably not an issue. Let's say you file something as an LLC using their basic forms, or you even go to the Department of State website. The Division of Corporations is where you do it in New York and I imagine there's a counterpart here in Florida and you just use their generic forms that they have on there for the public. And you just do it yourself, you go through LegalZoom, you have a raging success and now you find out that you've got all these people who wanna become members of your LLC, but you kind of did it wrong, you answered something wrong and now you have to redo the bylaws or the membership operating agreement of the LLC. That's a good problem to have. If that's your biggest problem, that you did something wrong on LegalZoom or you did something wrong when incorporating your own or forming your own LLC and you have to hire a lawyer on the back end to fix it, that's a great problem to have. So I don't worry too much about that. And if you're doing it in New York's state, there is the Theatrical Syndication Act. I don't know if any other state has anything like this, but it's something for television and movies and theater organizations to avoid the publication requirement. And who cares about the publication requirement? When you form an LLC in New York City, in New York state, you have to publish for six consecutive weeks in two newspapers, the formation, if there's public notice of the formation of this organization. One of the weekly papers is the New York Law Journal and the other one is a weekly newspaper that's near your principal place in business, wherever you claimed it was in your organizing papers. So if you claim that your organizing papers were in Westport on Lake Champlain, this other weekly paper will be a weekly paper from Westport, New York, or Vestal, New York, these upstate cities, and it's gonna be a negligible extra expense. But if your principal place of business is somewhere in Manhattan, you're looking at around $2,000 extra that you may not have planned on spending. But if you're in the theater or movie or television business, you can exercise the exemption of the theatrical syndication act. Do you know how you exercise this exemption? No, you don't. You just don't do the publication every minute. I put an intern on that last week. He was like, how do you do that again? You never see a box to check. I didn't feel like that, but it turns out you just ignored the publication requirement. There's the law that shows that you're exempt. Lawyers here are cringing. Yeah. Yeah. So, oh, bad form, sorry about that. The next, so, you know, I think forming an LLC is something that in the later stages you will want a lawyer, but what about accepting investment money? This is a place where I think you definitely need a lawyer. You certainly need a CPA. If you have nothing else to do with CPA or some sort of a bookkeeper, somebody with financial where was all, but you probably need an attorney as well, because the number one thing that self-producing authors will do is they'll say, well, I'm getting money from family and friends. And I don't know why it is. I assume that it's because authors are used to pitching their plays to producers. So what are the kind of words, somebody tell me what are the kind of things you say to describe your play to a potential producer? Anyone? Romantic comedy. Romantic comedy, but what else? It's gonna be a big hit. Hilarious. You'll get your money back. You'll get your money back. Right, so you spend all your time saying, this is a hilarious romantic comedy, it's gonna be a big hit and you're gonna get your money back. And then they give you money. Now is that a gift or is that an investment? It depends on the relative. No. No. It's probably essential. It depends on your whole friend. If it's a failure, it's probably not a problem. God forbid you have a hit. Because your second cousin's dim-witted brother-in-law who gave 10 bucks and doesn't really care about you now comes out of the woodwork and says, where's my money back? Plus the extra. You just made a lot of money off of me. So you don't wanna end up, I mean the securities laws, the family and friends, they are included in the pool of investors as much or as little as anybody else depending on how you present this. If you're on Kickstarter, Kickstarter says you're giving money to this. You're not getting anything back. You're giving this money. This is a gift. And that's how you would have to present it to family and friends. If you're not presenting it as a gift, please give me money. Will I get my money back? Probably not. It's probably the money's gonna disappear into the ether. It's gonna pay for the actors to take the subway to in front of them. It's gonna pay for the health and pension benefits from the director, which are worthy causes, but they're not getting any money back. So you wanna be sure to recognize just because you know the people, just because the person gave birth to you doesn't mean that any money that you take from them is automatically a gift under the eyes of the government. So what do you do? You have to make sure that everybody's an accredited investor. Well, you don't have to. I mean, there are different ways of doing these investments and taking this money. Do we have any securities lawyers or anybody who's done private placements? All right. So I can say whatever I want. But there are generally three rules under which you accept money. Rules 504, 505, and 506. Rule 504 is for a million dollars. Rule 505 is for up to five million. Rule 506 is unlimited. And most people use rule 506 because you can get however much money you want and you can have unlimited accredited investors and you can have 35 non-accredited investors, up to 35 non-accredited investors. So this is what an accredited investor is. There are eight versions of accredited investor, but I pulled these three because of the most comment. The first is, if you and I are forming a company together, we're not, we don't have to worry about the fact that we don't have enough income. You know, that we're not worth a million dollars. We don't make $200,000 a year. We don't have to worry about that if we're forming a company together. If I want to put in $20,000 into a limited liability company where I'm a managing member, that's my prerogative. The government's not gonna say, well, you can't do that because you haven't spent enough. You haven't made enough money in the last two or three years and you're not worth enough. But obviously you want to be careful about letting people in as directors and there should only be one or two people who are really pulling the strings of the corporation as a managing member. Having a million dollars in your individual net worth, that makes you an accredited investor. Recently, relatively recently, they made a number of exclusions, probably the most pertinent exclusion is the, you can't include your primary residence in that. So that $500,000 L studio in Manhattan doesn't count towards your net worth. It used to, but it doesn't anymore. And then anybody who's made $200,000 for the last two years and has reasonable expectation of making the next year, they're an accredited investor as well. The idea here being that these are people who make enough money, these are people who handle enough money that the government doesn't need to protect them. They have enough knowledge, enough interaction with money that they can make their own decisions for themselves. But this is definitely a situation. I mean, do you really want to deal with this as a playwright? Most lawyers don't want to deal with this. In fact, there are securities lawyers. And that's one of the reasons I was asking 30 security lawyers here because there are securities lawyers who will not do a private placement, will not take investment money under Rule 504. Because 504, you can have unlimited non-accredited investors. And once you have a non-accredited investor, you have a lot of disclosure requirements. You have a lot of obligations. You have to disclose financial statements, risk statements. And it's very detailed work and it's really easy for somebody to find a reason to sue you after they've lost their money. So a lot of security lawyers will say I don't do Rule 504 things. Other major agreements that a self-producing author would have to deal with, the option agreement, that would be with the author, any license agreements, trademarking stuff down there, advertising and consultation with financial documents and fundraising, drafting and preparing and offering documents for registration clearance with state and federal agencies. This is taken from a list of things that a well-known production council does up in New York. He gets about $45,000 in the tainter fee, just in the tainter fee. Plus all these weekly payments, plus a percentage of the net. I mean, at some point, I thought that that was getting a little bit overreaching. But he's, you know, never. The overall issue on the author is the producer that lawyers and playwrights and authors should need to worry about is this combining of hats. I have a distinct memory. Long time ago, when I went to college, and a professor in a religious studies class has explained to me what a monster was. He was explained to the class what a monster was. Something that's half human and half something else. I have seen some monstrous contracts from people who don't know what they're doing. It's half commission and a quarter underlying rights and a quarter production with a future option. And they want to pay for a showcase, but they want to get up to Broadway rights. These conglomerations of things. And it happens, it gets even worse when the person, when the producer, the person who's in charge of all this is also the self-producing author. A self-producing author will often sign documents as an individual rather than as an officer of an LLC, as a managing member of an LLC. That's problematic. You want to say managing member of such and such productions underneath your signature so that the script doesn't get encumbered, so that your personal assets don't get encumbered unintentionally. But you also want to sign over a license of the script to the LLC. So if you have a showcase coming up in three months, sign a license saying you producer, the LLC can do live performances of this script for the next three months. Now, the confusing thing is the author, the self-producing author is signing this license twice. Once is the author and once is the officer or managing member of the corporation. So you can see how this would be a bad issue for authors who are self-producing. It's gonna be easy to confuse, especially when things start going towards opening night. I'm gonna take questions at the end because I know we're gonna try to catch up with someone, right? Yeah. So author is author. This is what I always say. The producer has money, the director has union, and the dramatists have the law. That's the way I like to say it. Unfortunately, which one do you think talks more? Money, money. So the, and then we go backwards, we can go backwards on that and say dramatists are the authorial artists, directors are the interpretive artists, producers are the bullshit artists. But the author as author has certain rights. And I think it's important to see how, you know, what I wanna do here is just wade into the complexities and show how complex things get for the author's rights, for the, which I'll talk about in other talks more specifically. But the progress clause is where we get, where the author gets ownership. This is the foundation of the ownership of a copyright. That limited times, securing for limited times to authors and inventors and exclusive right to their respective writings and discoveries. Very simple. You could put this on the back of the business card, right? And we'll also have the Copyright Act, which has a couple of, a couple of highlights that I wanted to introduce here to show the complexity. There are five basic uses of copyright. I know it goes to six here, but two of these are live performances, the sound recording and script, both live performances. But every copyright, the main bundle of rights that we're talking about is reproduction, distribution, right to do the derivative works, display for a limited amount of time and perform in public. So that's, you know, you can't fit that on the back of a business card, but it's still, it's five things. You can remember it pretty easily. Work made for hire. We're getting a little bit more complex here. The important thing to remember about a work made for hire, if an author sees these words, work made for hire, then you really need to talk to a lawyer. There's a couple of things going on here. Now, work made for hire is always under, well, it's only two situations where it can be a work made for hire. One is if you're performing work under the scope of your employment, but under the case Ringby's Spina, it's a 1948 case, authors are not employees in the theater industry. They are CEOs. They are the owners of their own copyright. They are individual business people. They're not employees. So it can't be that. It has to be the next thing that. There's gonna be a work for hire. It has to, we have to go to the next test. That means that there has to be a writing. So you can't just have a handshake deal saying, hey, it's a work for hire, which I get all the time. Oh, well, that's what we've been calling it. Doesn't matter. It has to be a writing. And two, it has to be one of the nine categories. It has to be a compilation collective or supplemental work. It has to be a textbook test or test answers. It has to be audio visual, which means movie or television, a translation or an atlas. Now, those are the nine. Does anyone, did nobody heard me say theater in there? Or, okay, so we're all in agreement here. I didn't say theater. That's the nine categories. Those are the only nine categories. So what you see in a lot of these licenses, to talk about work for hire, is they say, this work shall be considered, this happens in commission agreements, once in a while. This work shall be considered a work for hire. Okay, so right there, it's like, well, that doesn't make sense, because it's not an employment, and it's not one of the nine categories. And then the next sentence says, if for some reason, just some strange reason, this is not considered a work for hire, then you hereby assign the entire copyright to me. So there's a copyright assignment. They say, well, if for some reason, this isn't considered a work for hire, what do you mean like section 101 of the Copyright Act? So it turns out to be a thinly veiled copyright assignment. As a playwright, you see the word work for hire, go call a lawyer immediately. And then there is the termination clause. Oh. And this is just the termination clause for grants that are given after 1977, close to 1977. Anything before that is section 304, subparagraph A and B, which I couldn't fit on here, I'm sorry, I apologize. But the termination of transfers, this is becoming important. 2013 this year is the first real year that we're seeing terminations come up. It's 35 years from 1978, when the Copyright Act was passed. And there's some things that you need to know. First, it does exempt works made for hire, but does that matter to us? Just play as a dramatist? No, it doesn't. This section of the Copyright Act gives a five year window during which you can revoke a contract. So you have a contract with DPS and after 35 years, you can revoke that. But what if it says it's irrevocable? What if it says it's perpetual? It doesn't matter, it doesn't matter. It's revocable. This trumps any statement in a copyright grant that says it's, well, I'll call for that in a second of course, but this trumps pretty much any grant given of a copyright. The exceptions are if it's something outside of the United States, this has no jurisdiction over it. And it's, what is the other one? Oh, merchandise agreements. Would it be like things that might be connected to a copyright that aren't, you know, classically a copyright issue. Merchandise rights over your plate. If those are not your rules. I mean, those are not revocable under the termination. It's only a publishing agreement or a live performance agreement. These are all revocable. The idea behind this is that when Steinbeck wrote his first book, we didn't know it was going to be a classic. So the government protects these beginning artists so that they can receive more app rewards. They have more leverage 35 years after the fact. But once you get to that 35 year mark, I encourage you to contact an attorney. If the authors, this can only be affected by the author or by the author's descendants. And if the, if it's by the author's descendants, let's say you wanted to write off your children. You hated them forever. They just, they disappointed. What a disappointment for your children. So you think, well, I'm going to leave my property to Dave Foe because he's a nice guy. He didn't disappoint me. So then the 35 years pass and what happens? Can I revoke that? No, I can't. Under this law, it's your disappointing children who still have control. They can revoke this. It's the statutory errors. It's not the people you lead your property to in your will. It's the statutory errors. And you have to have 51% of them agreeing to revoke it. Yeah, so that's a little bit about the termination, right? It's pretty complex and it has to be done correctly and it has to be done at the right time. So that is a time when you want to call a lawyer. The other place where you need a lawyer is if a dispute arises. These are the big, there's not a lot of case law, as you can see. This isn't even a case, right? This is just papers. But the rent case is Thompson B. Larson. That's where a dramaturg had claimed that she was a co-author of rent. And the court, that yielded a very good two-prong test. The guild kind of teases out a third prompt. But the first two prompts that the judge said, constituting a co-author is that, one, the subordinate author contributed copyrightable material. That means if the director or the dramaturg says, why don't you make this character British and you say, okay, that sounds good. That doesn't constitute the dramaturg as now a co-author. It just made a suggestion. You might have been looking at the clouds and seen a British person in the clouds, right? And you thought, oh, I can make that person British, right? Inspiration comes from everywhere and it's all a level playing field. The second prompt that the court gave is that the dominant author has to have intended for this to be a co-authorship. So you can't force an intention on someone. You can't just hang around someone and keep making suggestions and then if they accept a handful here, but reject a handful there, now they've suddenly by mistake backed into this essentially marriage. You can't trick somebody into marriage with copyright laws. The Trinity case talks about improvising actors where Trinity Rep had produced a play and the actors were improvising different parts of it and the author was there to say that this improvisation, I think went really well, we're gonna incorporate that. This one didn't. And then Trinity Rep said, well, the actors were our employees. So under work made for hire, they were doing that under the scope of their employment. And you included some of the things they did improvisationally. So now us Trinity Rep, we are co-authors of this play. And the court said, no, no, no, no. The author was there to reject or accept the various options, the various suggestions. And that puts the author in your authority. That is the authorial right to do that. So people improvising on your play, as long as you're there to accept or reject certain things, you're not a mere scribe just writing down whatever somebody else is doing, then there's no co-authorship. And the year in town papers happened when the Chicago, there was a couple of theaters doing year in town in Chicago and Ohio. Well, a city in Ohio. And the New York director sued saying, there are, you've taken my direction and I own the direction. I have a copyrighted direction. And the Department of Justice stepped into the case and said, no, you don't have a copyrighted in any way. The directors get compensated differently. They get compensated for having ideas, ideas are not copyrightable. Ideas, in fact, are not copyrightable. Only the expression of those ideas are copyrightable. But copyright is something that has to be fixed in tangible form. And what directors do is not fix in tangible form. It doesn't rise to the level of choreography. And it's just not something that the director can impose this proprietary claim on somebody else's piece of work, on the script. So when you come up with a dispute, you might, you know, there's always, everything is always a little bit different, right? No two set of facts appears to be exactly the same. So you want to call a lawyer at that point as well. And I just wanted to say that the, you know, most lawyers I know in the arts are pretty laid back people, they're pretty generous with their time. You know, they're aware that people can't afford that first 45 minute consultation. And I mean, most, I can't, you know, I can't throw lawyers under the boss opinion to charge for that time, they have to. But most will have a phone conversation or something to go over these issues. And I think what attorneys need to know is that the more that their artist clients know, the less likely they'll get a call at three in the morning from a tenant client. And the more likely that they'll get good quality questions from the artists. So it's important that as you go through this weekend, authors and lawyers both pay attention to what each one knows and their perspective on each side. And if we have time for questions, we'll know. In the end, we have time for three questions. Three questions. Three short questions. They would have one short question. Yes, sir. You know, I teach a solo show class and a lot of times, you've kind of already answered this, but a lot of times my solo show students are coming up against directors saying they helped because they were there in the room, mirroring, you know, like suggesting changes that they own part of the play or should I attach it to the news? Yeah, I mean, I'm pretty strident about this. The underlying assumption of directors, you say, look, I was in the room and I was making suggestions. Now, this was Joe Montello, I assume you're talking about. No, the guy who directed the video. But no, it wasn't. These are people who have the same general, the same number of views, experiences of director as the playwrights do as playwrights. And there seems to be this assumption that comes out of nowhere that directors are helping playwrights. And that's it. That directors have somehow come down from on high. I mean, those directors are not, they didn't come down from on high as perfect at their profession. The reason they're standing in the room, often they're not invited to stand in the room, but even if they are, the reason that they're standing in the room is because they need something to interact with. They're trying to get better at their craft, at the directorial craft. And for them to say after the fact, well, you benefited from my being in the room and my benefit, that was all stuff that I expended that I now don't have anymore. They've been enriched by that experience too. Yes? I can say something about joint authorship and revocation rights. Just to be aware of these things. Well, just, I'm not sure how you mean it. I mean, in terms of joint authorship and revocation rights. Not 35 years, and there are two writers. Right, so that's, one has to revoke and one doesn't. Yeah, so the question is, if you have two joint authors, and if you registered as a joint authorship, then the, unless there's some writing to the contrary, each person, it's like, it's a tendency in common. So each writer owns 100% of the work and they have 50% voting rights over what happens to that work. And if something gets rented out or licensed out, they each get an equal share, 50% of the revenue streams. So after 35 years pass, it becomes time to revoke, it has to be unanimous because it has to be more than 50%. We have time for one more short question. Is there a question? Yes, sir? Oh, somebody else. Okay. The copyright notice that you put in, is there a boilerplate for that that we can use or in front of a publication? Do you mean in terms of the C in the circle? No, the rights of this production, et cetera, or the notice of the standard? Yeah, I think under the 1909 act, the Copyright Act, the copyright notice was still required. I don't think wrong about that. But under 1976 act, it's not required. You own that copyright. Keep in mind there are two forms of copyright. There's the copyright, sometimes called common law copyright. I have a copyright in this outline, including the written words on it. But I haven't registered it with the copyright office. So I have a copyright or a common law copyright. But as soon as I register it, then I have a registered copyright and I have other rights that come with that. I can sue in court, you can't sue without a registration. And I can get attorney's fees and I get a private face show, which means that for a presumption that I have a valid copyright, as long as I do everything right. The copyright notice itself, I can send you a boilerplate of what it usually looks like, but it's usually just the C in the circle. I mean the one that says the right, this claim may not be produced without express permission. Oh, there's, I can send you a boilerplate. But you know, I bet Allen probably has something that's for the Miami Heat that, that yeah, that has to be read, right? During the second half of the third or fourth quarter. And what I would do is I just write that down and switch it out. No copyright on that one. Allen, would you claim the copyright over that? Would you sue for infringement? Cause I bet I can find some boilerplate that sounds an awful lot like that. All right. Well, that's all the questions we have time for. Let me just, thank you. Can we have a round of applause here? So, because we started a little bit late, I'm sure we can find reasons to grab you and ask those questions at different times of the day. But he's wonderful, he's here. He is one of the most helpful people. As a player myself that you will ever want to meet or know. So thank you very much. We need to swap.