What does TIFF (the Toronto International Film Festival) entail? Distribution deals! And what do distribution deals entail for lawyers? Checklists! While too simple for a long-form agreement, this checklist highlights the basic elements which should be present (or at least considered) in the drafting of even a short-form or "deal memo" arrangement.
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Proper identification of parties
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Scope of rights (by media; indicate any reserved rights)
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Territory (if territory not world, geo-gating of online rights)
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Term (any right of reversion (e.g., for failure to meet performance thresholds)?)
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Fee/advance (payment schedule)
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Disposition of receipts (amount of commission (inclusive of sub-distributors?); definition of commissionable base (e.g., gross or net); recoupment of advance (interest?); recoverable expenses; home video royalty; cross-collateralization)
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Reporting (frequency)
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Audit rights (incl. payment for audit costs if discrepancy over threshold)
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Release commitments (e.g., theatrical release, minimum number of theatres)
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Marketing commitments (e.g., minimum spend per territory)
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Consultation/approval rights over marketing and release
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Distributor's editing rights (censorship, timing, etc.)
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Assumption of guild obligations
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Assumption of profit participation, box office bonus, etc. obligations
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(for Canadian content productions) Canadian status of distributor for Canadian territory and inability to sub-license to non-Canadians and commitment to exploit in Canada within two years of completion of production
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Delivery obligations (date(s); materials (access or physical delivery))
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E&O insurance coverage
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Termination rights for breach (and opportunity to cure), bankruptcy (and for Canadian productions, failure of distributor to retain Canadian status)
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Assignment clause
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Governing law clause
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Dispute resolution clause (arbitration; court; choice of forum)
