Edwards Creative Law

Canada Day 2024: The Perfect Day to Support Canadian Content (8th Edition)

Erin Moskal — Mon, 01 Jul 2024 13:08:38 +0000

The History of #CandianContent Posts

Canada Day 2024 – This series of blog posts was initiated in 2015 with the intention to share some Canadian content ideas on Canada Day – including films, music, TV programs, books, games, and more.

While we know every day is a good day to consume and share #CanadianContent, Canada Day is another reason to celebrate it, be proud of it, and support the creation of more of it.

New Canadian Music Releases in 2024

It’s been a breakout year for a variety of Canadian performers including Mindflip, Leila Dey, LAVI$H, Jules is Dead, J3M, and many more.

Lyndra Griffith-Harnden (entertainment lawyer) with Jules is Dead at her show in Toronto, Canada

The JUNOs which took place this past March in Halifax highlighted the many songs popular on streaming platforms to radio, around the world, from Canadian vocalists, producers and composers.

Winners included William Prince (Contemporary roots album of the year), to Aysanabee (songwriter of the year). The annual event moves locations to Vancouver, BC in 2025. Our entertainment lawyer Byron Pascoe attended the JUNOs in Halifax and enjoyed taking in all the performances and activities.

Byron Pascoe (Partner & Entertainment Lawyer) at 2024 JUNO Awards (JUNO pictured was for photo only!)

For recommendations to build your playlists, check out the recently announced Polaris Prize longlist, with albums from Canadian artists such as Beverly Glenn-Copeland and NYSSA. The short list is being announced on July 11 with the winner chosen on Sept 17.

Music Festivals Across Canada

If you love listening to your music live and outdoors, you’ll want to check out this summer’s Canadian Music Festival lineup across Canada, in which clients among other Canadians will be performing.

Toronto

Mixto Music Festival (July 13-14) is now a FREE event! Festival goers can choose to donate to non-profit organizers Uma Nota Culture to further support this music initiative. Lineup features artists like Phoenix Pagliacci, Sonic Griot, Sophia Alexandra and others.

Ottawa

From July 4-14 Ottawa Bluesfest celebrates 30 years of toe-tapping fun and features City Fidelia, Danielle Allard, Mia Kelly, Raphael Weinroth-Browne, Tyler Shaw, and many more.

Vancouver

The 47^th Annual Vancouver Folk Music Festival is heating things up from July 19-21^st in ʔəy̓alməxʷ Jericho Beach Park. Browse their lineup of incredible artists you can look forward to hearing at this event.

Yukon

Planning to be in Dawson City, YK from July 19-21^st? You’ll want to grab tickets to the Dawson City Music Festival, featuring sets by Zoon, Boy Golden, Abigail Lapell, Ombiigizi, and the list goes on.

Montreal

Come August each year, Osheaga Festival Musique et Arts never disappoints. This year, from August 2-4 at Parc Jean-Drapeau you can see shows by TALK, Cadence Weapon and more.

Nova Scotia

If you’re looking for a weekend of incredible country music and you’re in Aylesford, NS you should check out the Fox Mountain Country Music Festival from August 2-3^rd.

Prince Edwards Island

This year’s Cavendish Beach Music Festival is set to take place between July 5-7^th. It is Atlantic Canada’s largest outdoor concert and features and exciting line-up of artists on three stages (including one for emerging artists).

Calgary

Don’t have plans for August 3 and 4^th? You’ll want to head down to the Max Bell Centre Festival Grounds in Calgary, AB for the Chasing Summer Music Festival. This is the largest EDM event in Western Canada giving you the opportunity to dance and celebrate summer before it’s over for another year.

Winnipeg

If you feel like kicking back with friends to some acoustic sounds in an outdoor setting, look no further than the Winnipeg Folk Festival. From July 11-14 you can do just that (they even have camping). This year’s lineup features Kaia Kater, Madeleine Roger, Zoon and others.

New 2024 Canadian Film and Television Series

Ottawa is routinely featured in Christmas-themed movies and other made-for-TV films but most of the time it’s pretending to be other cities. But for the new British Canadian 10-part TV series Geek Girl, not only was it filmed entirely in Ottawa, two of the episodes are set in Ottawa.

The series made its international debut on Netflix May 30^th (which was celebrated by a screening at the Fairmont Château Laurier by The Ottawa Film Office in which our firm’s managing partner Mark Edwards attended). Canadians can currently watch Geek Girl on StackTV and on Netflix beginning in November. Source

Mark Edwards (Managing Partner & Entertainment Lawyer) at the Geek Girl premiere (May 2024)

Speaking of Hallmark movies filmed in Canada, Paging Mr. Darcy premiered on the Hallmark Channel February 3, 2024. Directed by Peter Wellington and produced by Shane Boucher, Caitlin Delaney, Hayden Baptiste and Gaylyn Fraiche, this period film follows Dr. Eloise Cavendish (Mallory Jansen) as she prepares to deliver the keynote speech at a Jane Austen conference.

When she meets Sam (Will Kemp) who rubs her the wrong way. They must move past their prejudices, overcome their pride to admit, like Austen’s work, they both have an absolute belief in love. Source

Super Channel recently commissioned a feature documentary call Know Her Name. This doc, which is directed by Zainab Muse, produced by Creatorland (Zainab Muse) and Pelee Entertainment (Heidi Lasi) and executive produced by Oya Media Group (Ngardy Conteh George and Münire Armstrong) delves into the legacy of filmmakers and uncovers the mysteries behind why women, especially from underrepresented communities, have been forgotten in discussions of film, erased through historical amnesia – and, how to make sure this doesn’t continue to happen. Source Source (paywall)

Fans of horror films should run to check out recent releases from Hangar 18 Media. Most recently released, Brooklyn ’45 follows five military veterans, who have been buddies since childhood, get together to support their troubled host but the metaphoric ghost of their pasts become literal… Source

If you prefer heartwarming to horror, you’ll want to watch award winning film Wilfred Buck. Written/directed and produced by Lisa Jackson whose portrait of Cree Elder Wilfred Buck moves between earth and sky, past and present, bringing to life ancient teachings of Indigenous astronomy and cosmology to tell a story that spans generations.

An adaptation of Buck’s memoir I Have Lived Four Lives, the film brings together stories from his life, including years of displacement and addiction. In a film that combines present-day scenes with cinematic re-enactments and archival footage, this intimate yet expansive documentary takes us on an inspiring journey to the space beyond, and to the spaces between us all. Source

Canadian Publishing 2024

The Royal Academy of Illustration & Design, aka R.A.I.D., is an award-winning artist collective located in Toronto’s historic Parkdale. With a primary focus on comics and graphic novels, R.A.I.D. is a creative ecosystem where artists can build their ideas, collaborate, and access varied expressive platforms.

Through its network of creatives, R.A.I.D. also operates as a scalable creative agency that offers expertise in creative concepts, idea development, and visual solutions involving illustration, design, animation, film, multi-media, and sequential art. Source: RaidWorld

For comics, make sure to check out all TCAF has to offer with their annual conference and other activities. Our entertainment lawyer Michael Duboff is on the board of directors, and also did a presentation about legal considerations in publishing at their most recent event in Toronto.

#CanadianContent – Video Games

Video games have always been a significant part of the Canadian cultural landscape, as this genre of entertainment has surpassed all others as the fastest growing industry in 2024. In fact, according to Statista, there are 19.9 million gamers, who plau an average of 7.9 hours a week and contribute to the USD$ 5.5 billion annual revenue for the industry in Canada.

In May 2024, Pavlov Shack (Vankrupt Games), a VR first-person-shooter game with classic and social gamemodes, made Beebom’s 15 Best Meta Quest 3 Games in 2024. According to the article, “Pavlov delivers intense, tactical gameplay with various classic game modes, like Valorant’s team deathmatch and search-and-destroy.”

On April 16, 2024, Ottawa based mobile game developer-publisher, Magmic announced that the company recently joined Blockchain Game Alliance. In further exemplifying its expertise in the Web3 realm, Magmic’s focus remains on remaining ahead of the curve in the ever-changing mobile game development landscape and monetization models.

In addition, Magmic secured an official partnership and license with a major sports brand to develop a tycoon-style management mobile and web videogame, leveraging Web3 technology. The ‘first-of-its-kind’ mobile sports game will deliver ‘in-gameplay’ management of one’s digital collections within Magmic’s custodial platform, allowing ownership of one’s digital collections with an anticipated reveal and launch in mid 2024. Source: Magmic

For more info on the gaming sector, be sure to check out the XP Game Summit, in which our entertainment lawyer Ian Harris recently attended.

If you’ve been waiting for a good time to start spending more of your entertainment bandwidth with content made in your Canadian neighbourhood and/or by other Canadians, it’s Canada Day. Enjoy!

Music Performance Agreements – Legally, What You Need to Know

Michael Duboff — Mon, 26 Feb 2024 18:17:47 +0000

Performing music live is a prime objective of many artists. The performance may be a one-off show at a local bar, part of a tour, or a corporate gig. The variabilities of artists’ performances and the related business considerations are vast. Whether you are the artist, represent the venue, or are the event operator (in which case you might also be the venue representative) challenges may arise if the terms of the performance are not clear and confirmed by all parties. For this reason, like all other business engagements, we encourage written performance agreements to be entered into between artist and party engaging them – either a venue or event operator (also referred to as a promoter). This blog discusses primary legal considerations of performance agreements.

While venues are referenced below, depending on the circumstances, it may be the promoter as opposed to a venue which is taking into account the considerations below.

Basic Logistics

A few essential items in a performance agreement are the venue address and contact information, the call time and sound check time, and the duration of the set/performance. Everyone wants to avoid inconsistent expectations. We want to avoid the artist thinking they are performing for an hour with ample sound check time vs. a promoter who wants the artist on for three hours with no prep.

Compensation

Is the compensation a flat fee, or a percentage of tickets? It could also be a free show (not ideal for artists – you can’t pay rent with promotion). If it is a paid performance, is there a deposit or guarantee? When is the compensation paid? Is part or all of it being paid before the performance (how long before?), after the performance date or on the performance date? What is the method of payment? Is tax included or added on, if applicable? Is there interest added if it’s late?

Hospitality

Are there amenities that the venue will provide for the artist? For example, are accommodation or travel being covered in one way or another, from reimbursing the artist to the venue paying for such costs directly. Is there a per diem for food… or whatever the artist wants to use it on? Additionally, are there amenities provided for the artist at the venue itself on the date of the performance, from preferred food and drink (the rider!)?

Backline & More

It’s important for all parties to be on the same page about the backline, lighting, sound and any other equipment considerations.

Recording and Artist Assets

Is the venue recording any portion of the artist’s performance – through photography and/or video? If so, there should be a grant of rights section wherein the artist grants the venue the right to record, as well as other necessary rights relating to the venue’s intended use of the recording, for example, posting on social media. Similarly, the venue should also receive a grant of rights for use of any of the artist’s assets that it may use to promote the gig. This may be use of the artist’s name, photos, music and/or artwork. From the artist’s perspective the question is whether this is reasonable. Also to be considered by all parties are the relevant publishing rights.

Merchandise

Is artist merchandise being sold at the show? If so, who will be managing the merch table – the artist or the venue? The venue may demand a percentage of sales, whether they do the selling or not. This has become a hot topic among all parties in the live music space.

Cancellation and Default

Another key element is about cancellation of the performance or a party defaulting on their obligations. What are the implications where one party unilaterally cancels the performance? Are there instances where cancellation may be allowed or perhaps mandated? Some examples are extreme weather, death and illness. What if the artist fails to show up or the venue fails to keep the stage in a suitable condition for the performance?

Liability, Indemnity and Insurance

Liability, indemnity, and insurance are terms common to most commercial agreements. What happens if injuries occur at the venue during the performance? Similarly, what if damage occurs – either to the artist’s equipment or to property at the venue? Who is responsible? What if a lawsuit is brought against either the artist or the venue in relation to an incident that occurred during the performance. Often, a relevant insurance policy will be in effect that will dictate processes to follow. At the same time, indemnity clauses may say that one party must defend and hold harmless the other party for any claims brought against them.

Conclusion

This blog provides a summary of some of the legal considerations relating to performance agreements. It is not an exhaustive list. Novel situations and circumstances often arise leading to further legal considerations to discuss and have incorporated into your agreements.

For any questions you may have relating to music law and performance agreements, please get in touch with us. We would love to help.

For more information or to set up a minute Discovery Call with one of our entertainment lawyers please feel free to Contact Us.

Check out our popular blog posts:

Film and Television Law
Music Law
Video Game and App Law
Publishing and Literary Law
Employment Law
Dispute Resolution and Litigation Law
Corporate Law
International Services

Five New Year’s Resolutions From Your Local Entertainment Lawyers

Michael Duboff — Thu, 21 Dec 2023 21:49:27 +0000

It’s getting to that time of year where individuals reflect on the previous year’s accomplishments and everything they want to work on and improve in the coming year. At Edwards Creative Law, we are no different!

This year, we have come up with a few potential New Year’s resolutions for our creative blog readers out there – but since you’re a regular reader of this blog, you probably already know this stuff!

These fundamental considerations are for creatives of all types to keep in mind when working with others – whether it is a longtime partner, a new collaborator, or someone engaging you for a job.

New Year’s Resolution #1: Don’t Rush

Starting a new project is always an exciting time. However, it is important to take time to make sure that the project, and individuals you will be working with, are the right fit. It’s easy to rush into things when excitement abounds. However, putting the time in upfront can avoid trouble down the road.

It may be much more difficult (and expensive) to resolve a dispute that arises 10 months into a project – after everyone has already put in a bunch of time, effort, and money – than if that issue had been identified and dealt with at the outset because the parties had taken more time to consider their agreement.

It may be a red flag if a prospective partner is putting pressure on you to sign agreements before you have had the opportunity to thoroughly review them.

New Year’s Resolution #2: Know Your Partners

As part of your due diligence before making any commitments, you should spend time getting to know your partners. Have conversations with them. Discuss each of your expectations of the project and of each other. Complete independent research.

Look up the individuals or organizations online to see if they have credits or a virtual footprint. For example, if the partner is selling themself based on prior work and successes, this can often be found online. In addition, speak to mutual acquaintances for their thoughts.

You never know how long you may be tied to a partner, and therefore, you want to make sure they are the right fit.

New Year’s Resolution #3: Discuss Key Terms

Once you are confident in who you are working with, make sure to have conversations with them about the project. Key terms and expectations should be discussed at an early stage.

What are the obligations or services that each party needs to perform? Are there deliverables, and if so, what are the details? Is anyone contributing finances? Who is entitled to receive compensation and/or revenue from the project? What does ownership of the project look like?

New Year’s Resolution #4: Agree on Terms

A direct follow-up to the previous point is to make sure there is agreement on the key (essential) terms of the relationship. Some key terms are identified in the previous paragraph. Recording the agreed terms in some form is important.

While a long-form agreement is not required, a recording that sets out the agreed-upon terms as well as both parties’ agreement of those terms is important in creating an enforceable contract. The parties’ agreement can be shown through signature or a clear communication (such as, an email) wherein each party writes that they agree to the terms.

New Year’s Resolution #5: Work with an Entertainment Lawyer

If you have any questions, issues or need assistance with the topics discussed in this blog (or other entertainment legal topics), know that there are entertainment lawyers to whom you can always turn.

Our job is to advocate for you in legal matters relating to the entertainment industry. This may be to discuss legal considerations relating to your work, draft, and review agreements, evaluate legal risks and discuss how to minimize or avoid them, and many other types of legal services.

Conclusion

This blog identifies a few fundamental legal considerations for creatives to keep in mind as we enter the new year. Remember to take your time, make sure the opportunity is the right one for you, and make sure that the key terms to the relationship are discussed and agreed upon.

If at any time you have questions and are uncertain how to proceed, we encourage you to reach out to an entertainment lawyer for assistance.

From all of us at Edwards Creative Law, we wish you a happy and safe holiday season!

For more information or to set up a minute Discovery Call with one of our entertainment lawyers please feel free to Contact Us.

Check out our popular blog posts:

Film and Television Law
Music Law
Video Game and App Law
Publishing and Literary Law
Employment Law
Dispute Resolution and Litigation Law
Corporate Law
International Services

Publishing Law 101: Comic Books and Graphic Novels – What are the Legal Considerations?

Michael Duboff — Tue, 24 Oct 2023 21:05:40 +0000

Comic Books and Graphic Novels – What are the Legal Considerations?

Developing a comic book or graphic novel (we’ll collectively refer to as “comics” in this blog) is an exciting adventure to embark upon. While making comics may share similarities to writing prose, comics come with their own set of novel legal considerations (pun intended).

For one, the comic may be based on existing characters or stories. Another unique aspect is that it may be a joint venture involving several creators in the production of the comic. As well, publishing or distribution of comics can be unique due to their serialized form of storytelling. Each of these elements lead to legal considerations that will be discussed in this blog.

The Origin Story: What Intellectual Property is the Comic Based On?

The comics industry has a habit of reusing characters and concepts. Characters like Batman and Spider-Man have continuously starred in their own comics for close to a century. However, any individual cannot simply publish a new comic starring Batman or Spider-Man. This is due to intellectual property rights being exclusively held by certain entities.

The exclusive rights to Batman and Spider-Man (and their storylines, villains, and other supporting characters, imagined settings, etc.) are owned by DC Comics and Marvel Comics, respectively. This is why it is important to assess what your comic is about early on. If you produce a comic that uses established characters – such as ones published by DC, Marvel, or Image – then your publication will likely constitute copyright infringement.

The best way to legally use these established characters is obtaining permission from the copyright owner. Practically, it would be extremely difficult to get permission to use some of the most famous comic characters the world has ever known. Easier, though not necessarily guaranteed, is to get the right to create a comic based on a lesser-known character. There are no legal risks to producing your comic if it is an original work – based on original characters and concepts that you have developed.

Collaboration Agreements: Legal Considerations for Working with other Creators

Working and collaborating with other creators – writers, artists, inkers, letterers – can be an exciting and fun process. However, there are important legal questions to consider, and to discuss with your creative partner(s).

While these may seem unnecessary early on, if your comic ends up being successful and profitable, then the following questions are particularly important. This is why it is recommended to discuss these items early and, if possible, to incorporate them into a writing or collaboration agreement. (We can help with that.)

Copyright Ownership

If the comic is original, who will own the copyright to the comic, its characters, and its stories?

Decision-Making

How are business and creative decisions made among the creators? Is it a majority vote? What happens if there is a tie? Does one person have a veto?

Deliverables

Are there deliverables that one creative owes to the other(s)? If so, what is the scope and what are the timelines? Are there required formats for the deliverables (such as, electronic pdfs)? Do the deliverables require approval from the other(s)?

Credit

How are the credits apportioned between the creatives?

Future Stories

Who, if anyone, has the power to create future stories, such as sequels, prequels, or spinoffs, based on the original comic? Can either the writer or artist develop these future stories? Does either need the consent of the other?

Creator Leaves

What happens if one creative leaves prior to the comic being finished or published? Do they retain any ownership? Do they receive any compensation? Can the remaining creative(s) continue developing the comic?

Compensation

How are all the creatives being compensated? Is there a fixed fee for performing services? Who is paying whom? Is there back-end contingent compensation – i.e., royalties from gross sales or profit from sales after publication? What if the comic is adapted to film or other creators create a new comic based on the original that you published?

Publishing Agreements: What to Know When Publishing Comics

While not all comics are produced in serialized single-issue formats, publishing and distribution in comics can often be unique when compared to other forms of written publications. Publishing agreements may require deliverables from the creators at various stages to correlate with the stages of comic production (being script, pencils, inks, colours, and letters).

Each of these stages may also have particulars for the format of delivery of the work. Where the publication is single-issue serialization, these delivery requirements may be on an ongoing basis, such as, every month.

One of the most important clauses in any creative agreement is the grant of rights. For publishing and distribution agreements relating to comics, it is important to understand the scope of the rights being granted by the creator to the publisher and distributor.

The related questions include:

Are the rights to a full comic series (and each individual issue)?
Do the rights include the rights to create and distribute derivative works such as sequels, prequels and spin-offs?
What formats are covered – print only, or print and digital?
Are the rights granted for the whole world or some specific territories (locations)?

Conclusion: Legal Considerations for Comic Books and Graphic Novels

Creating comics can be a rewarding endeavor, especially when you work with other talented creatives. However, comics have unique characteristics that lead to particular legal considerations. To plan for success and to reduce the likelihood of challenging issues in the future, make sure you understand copyright and contractual considerations as they apply to the creation and distribution of comics.

For any questions you may have relating to comic book law and intellectual property matters, please get in touch with us. We would love to help as you create your story.

For more information or to set up a minute Discovery Call with one of our entertainment lawyers please feel free to Contact Us.

Check out our popular blog posts:

Film and Television Law
Music Law
Video Game and App Law
Publishing and Literary Law
Employment Law
Dispute Resolution and Litigation Law
Corporate Law
International Services

Corporate Law: The Meaning and Importance of Shareholders’ Agreements in Canada

Michael Duboff — Tue, 15 Aug 2023 18:34:56 +0000

Shareholders’ Agreements in Canada

Corporate law is an important aspect of entertainment law because many entertainment businesses choose to incorporate. Often, a business will choose to incorporate after it has reached a certain point in its growth; this may relate to an increase in its personnel numbers or in its output capacity. For a more detailed discussion on incorporation, including why a business should incorporate, we recommend you read our blog Corporate Law: Why, When & How to Incorporate Your Entertainment Business.

Upon incorporation, a business will have incorporators and directors. One of the first activities of the corporation’s directors is to issue shares.

A person who has shares issued in their name is a shareholder. Shareholders are not owners of corporations however a shareholder’s broad rights to control the direction of a corporation are often likened to ownership.

What is the Role of a Shareholder?

Shareholders elect directors, they may have a right to receive profits, they confirm or reject by-laws of the corporation, and they confirm or reject major corporate activities such as mergers or acquisitions. Shareholders often enter into a shareholders’ agreement to define the terms of the relationship among the shareholders. This blog provides information about the three key parts of a shareholders’ agreements.

Is a Shareholders’ Agreement Required?

No, a shareholders’ agreement is not required but it can be very useful. A shareholders’ agreement, like most other legal contracts, is a document that can help to prevent or resolve disputes between the contracting parties – in this case, the shareholders.

This is because a shareholders’ agreement clarifies the rights and obligations that each shareholder has to the others as well as to the corporation. It also protects the corporation and shareholders.

For example, a shareholders’ agreements may protect a minority shareholder who has no day-to-day decision-making power because they can always be outvoted by the majority shareholder(s). A shareholders’ agreement can change this situation.

What are the Main Components of a Shareholders’ Agreement?

Key parts of a shareholders’ agreement set terms on the transfer of shares (or restrictions on the transfer of shares), define the decision-making powers of its shareholders and directors, set out what happens when certain events affect a shareholder, and provide a dispute resolution process.

Transfers of Shares

A shareholders’ agreement will set out restrictions on the right of the shareholders to sell their shares in the corporation. This is important in a closely held private corporation, in which each shareholder wants to know and control who the other shareholders are. Typically, a shareholders’ agreement will prohibit a shareholder from selling their shares to a third-party without the permission of the other shareholders.

In this way, the other shareholders can control who becomes a shareholder and, where relevant, maintain the status quo with respect to majority and minority shareholders.

Common Share Transfer Provisions:

Right of First Refusal

Before a shareholder can sell their shares to a third-party, they must first offer those shares to the other shareholders who may purchase the shares in a quantity that is pro rated to their current ownership.

Drag-Along Rights

A majority shareholder that sells their shares to a third-party has the right to force the minority shareholders to sell their shares as well.

Tag-Along Rights

If a shareholder sells their shares to a third-party the other shareholders have the right to force the third party to buy their shares on the same terms.

Pre-Emptive Rights

If the corporation issues new shares the existing shareholders may purchase a pro rated number of the new shares, maintaining their ownership percentage of the total outstanding shares.

Shotgun Clause

One shareholder may offer to buy the shares of another shareholder at a set price; the second shareholder can either accept to sell their shares at the set price or purchase the shares of the offering shareholder at the same price.

Decision-Making

How decisions are made among shareholders may be set out in a shareholders’ agreements. How many votes does each shareholder have? What types of matters require a simple majority vote? What matters require more than a simple majority (i.e., 2/3, 3/4 or unanimous votes)? What constitutes quorum for shareholders’ meetings?

These sections are important in addressing minority and majority shareholder dynamics. For example, a corporation in which one shareholder is the principal source of funds may require that shareholder’s approval of some or all decisions, even if that shareholder is in the minority.

Another aspect of decision making relates to the directors of the corporation. How are the directors chosen? Does the corporation have a minimum or maximum number of directors? Does each shareholder have the right to elect one director?

Events Affecting a Shareholder

It can be important in a closely help private corporate to set out what will happen when there is a change in the nature, status, or capacity of a shareholder. For example, a shareholders’ agreement will often provide for the death of a shareholder.

Are the shares inherited by the shareholder’s next of kin or does the corporation redeem them (buy them back and cancel them). Similarly, there may be provisions governing the permanent incapacity of a shareholder or providing for a shareholder that ceases to be an employee of the corporation, or that is subject to family law proceedings.

Resolving Disputes

One of the key objectives of a shareholders’ agreement is to prevent and resolve disputes between shareholders. For this reason, there is typically a section devoted specifically to dispute resolution. For example, if a vote of the shareholders on an issue results in a tie the agreement may provide that a particular shareholder has a tie-breaking vote or that a third party, such as an arbitrator, determines the issue.

Conclusion

The relationship among shareholders can be complex from an emotional, business, and legal standpoint. A shareholders’ agreement – to clarify and codify the obligations and rights of the shareholders – can be a strong tool to ensure that it functions effectively and in the best interests of the shareholders and the corporation.

For further information about shareholders’ agreements and corporate law, we encourage you to visit our website or contact one of the Edwards Creative Law lawyers.

Check out our recent blog posts:

What is an Entertainment Lawyer & How to Hire One

Generative AI & Copyright Protection – Part 1

Generative AI & Copyright Protection – Part 2

Corporate Law: Why, When & How to Incorporate Your Entertainment Business

Learn more about our services:

Film and Television Law
Music Law
Video Game and App Law
Publishing and Literary Law
Employment Law
Dispute Resolution and Litigation Law
Corporate Law
International Services

Canada Day 2023: The Perfect Day to Support Canadian Content (7th Edition)

Byron Pascoe — Fri, 30 Jun 2023 13:01:39 +0000

The History of #CandianContent Posts

Canada Day 2023 – This series of blog posts was initiated in 2015 with the intention to share some Canadian content ideas on Canada Day – including films, music, TV programs, books, games, and more.

While we know every day is a good day to consume and share #CanadianContent, Canada Day is another reason to celebrate it, be proud of it, and support the creation of more of it.

New Canadian Music Releases in 2023

It’s been a breakout year for a variety of Canadian performers still very into their careers including Elijah Woods, Devon Cole, Aysanabee, LAVI$H, Jules is Dead, Katherine Li, and many more.

The JUNOs which took place in Edmonton highlighted the many songs popular on streaming platforms to radio, around the world, from vocalists, producers and composers based here in Canada. The annual event moves locations to Halifax in 2024.

For recommendations to build your playlists, check out the recently announced Polaris Prize longlist, with albums from soon to be household names from JayWood to Zoon, alongside industry veterans.

New 2023 Canadian Film and Television Series

A breakout hit in Canada, and ideally soon in the US with a forthcoming release on The CW, “Sullivan’s Crossing” filmed in Nova Scotia included musician T. Thomason in the ensemble cast.

The Oscars constantly has Canadian content, and this year was no exception, including with Women Talking directed by Canada’s own Sarah Polley. Brendan Fraser was the first Canadian to win the Academy Award for Best Actor for The Whale.

Canadian representation at the Prime Emmys included Sandra Oh, Norm MacDonald, and Seth Rogen.

For a full slate of fellow Canadians, check out the nominees of the Canadian Screen Awards. The Porter, Sort Of and Brother are among the many stand outs to check out.

Canadian Books Released in 2023

Unfortunately, the vessel who provided endless interviews with Canadian writers and those far away, Shelagh Rogers recently retired from CBC and her popular radio show The Next Chapter. However, an archive of those interviews and book recommendations are still available online.

Whether you’re intrigued by the unique premise of Scotiabank Giller Prize-winner Sean Michaels’ “Do You Remember Being Born” set to release in September, or you’re drawn towards the poignant narrative of Michelle Porter’s “A Grandmother Begins the Story” published in May, or you’re reading the latest collection of preschool books from Super Simple Songs to your young child, there’s undoubtedly a Canadian book out there for every reader.

#CanadianContent – Video Games

Video games have always been a significant part of the Canadian cultural landscape, as this genre of entertainment continues to be a significant economic driver of the entertainment industry beyond the more traditional ways to ingest content on screens.

In 2023, we have seen some great additions including Montreal’s EA Motive “Dead Space,” a thrilling game that quickly gained traction amongst PlayStation 5, Xbox Series X/S, and PC players.

Out of Vancouver there was “Sons of the Forest” from Endnight. Also with a Vancouver connection was “Minecraft Legends” and out of Toronto came “Ravenlok” by Cococucumber.

Canada Day 2023 Concerts

We have returned to being able to celebrate Canada Day in person, with many other people, and here are some of the performances happening across our country.

Ottawa (LeBreton Flats) – The daytime ceremony will feature Canadian artists such as Delhi 2 Dublin, Tyler Shaw, Josiane and Diyet. Later performances will feature Jann Arden, Aysanabee, Preston Pablo, Jojo Mason, Dax and Madison Violet.
Toronto (Woodbine Park) – If you’re celebrating in the GTA, be sure to visit the Q107 Canada Weekend from June 30^th to July 1^st. Canada Day performances include, After the Gold Rush (Tribute to Neil Young), Monkey Wrench (Tribute to the Foo Fighters), Aeroforce (Tribute to Aerosmith) and more.
Toronto (Harbourfront Centre) – Toronto Symphony Orchestra will kick off festival season with Broadway star Jewelle Blackman playing a free concert on Canada Day. Other performances include the Strumbellas, Crystal Shawanda, the Toronto All-Star Big Band and more.
Winnipeg – The Forks – This year’s theme for Canada Day at The Forks is “Finding our North Star” and the celebration will conclude with a drone show pairing ancestral celestial teachings with cutting-edge drone technology which is new to Winnipeg. Performances include Darryl Buck, Onna Lou, Tommyphyll, HERA, Jade Turner and more.
Vancouver (The Shipyards) – This year, in Vancouver, Canada Day will be celebrated live at the Waterfront at The Shipyards. The event will run from 11:30 pm to 4:30 pm with entertainment and a Beer Garden. This event will feature performances by local artists such as Melanie Dekker – with the Sensational Side-kick, Blazing Eraz, Randy Swallow, and Mostly Marley.
Surrey (Cloverdale) – This free event allows you to experience Western Canada’s largest Canada Day event in the heart of Cloverdale. This event features performances by Broken Social Scene, Corwn Lands, Neon Dreams, JenZ, Kiera-Dawn Kolson, PIQSIQ. and more.
Canada Place (Port of Vancouver) – The Vancouver Fraser Port Authority invites residents and visitors on July 1 for the second annual Canada Together which features a diverse lineup of entertainment and activities and the return of the annual citizenship ceremony welcoming new Canadians. This event will feature performances by Pat Chessell, Spakwus Slolem (Eagle Song Dancers), Adam Woodall Band, The Fugitives, Tegan & Sara and more.
Halifax-Dartmouth (Dartmouth Ferry Terminal Park) – If you’re in the Halifax-Dartmouth area, be sure to visit KANA’TA: Canada Day 2023 celebrations on Saturday, July 1, 2023. This Canada Day event offers a variety of new and refreshed cultural, musical, and family-friendly events to enjoy. Music for this event will feature performances by ANSMA House Band, Dubey Downey, Asia, Cory Adams, Cyndi Cain and JRDN (Jordan Croucher).
Montreal (Old Port) – On July 1st, Montrealers can celebrate Canada Day in the Old Port of Montreal. Like a big neighbourhood block party, everyone is invited to come to the Quai de l’Horloge to have fun, and enjoy a piece of cake. DJs Lux and Klein will end the festivities with a musical performance to get everyone dancing to the beat.

If you’ve been waiting for a good time to start spending more of your entertainment bandwidth with content made in your Canadian neighbourhood and/or by other Canadians, it’s Canada Day. Enjoy!

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Manitoba Tax Credit Bonuses – Filming in Manitoba Series: Part 2

Michael Duboff — Fri, 23 Jun 2023 15:47:00 +0000

What Makes Manitoba an Appealing Destination for Filmmakers?

Manitoba has a strong film tax credit program. With base tax credit percentages of 45% and 30% for its cost-of-salaries (“MBCOS”) and cost-of-production (“MBCOP”) programs, respectively, the province has become one of the most appealing and cost-effective locations to film in Canada.

How Can Manitoba’s Film Tax Credits Be Increased Further?

What may not be known is that both of Manitoba’s primary tax credit options can be increased further when a production utilizes tax credit bonuses.

The MBCOS tax credit can be increased from its base 45% to a total of 65% when all three of its available bonuses are applied and the MBCOP tax credit can increase from 30% to 38% when its singular available bonus is applied.

What is the MBCOS Frequent Filming Bonus and How to Qualify?

A production will be eligible for the frequent filming bonus of 10% where the subject production is the third film that the applicant production company has shot in Manitoba within a two-year period.

This can become a rolling bonus as long as the ratio of three film projects in two years is maintained. For series, projects will earn one frequent filming credit for every two hours of airtime. Therefore, after the first four hours, the series will have the required credits to qualify for the frequent filming bonus and the bonus can be applied to the remainder of the series.

In order for the production to be eligible, ownership of the production must be identified to confirm that each of the three films in the two-year period are owned by the same entity (referred to as the Principal Owner). This bonus is applied for via the Frequent Filming Bonus Eligibility Form that can be found here.

How Can Manitoba Producers Benefit from the MBCOS Producer Bonus?

A production can receive a 5% bonus where the applicant production company has a Manitoba resident fill the role of Producer, Co-Producer or Executive Producer.

To qualify, the Manitoba resident must receive a screen credit for any of these three roles in the production. This bonus is applied for within the MBCOS application form in both the Part A – Registration Certificate and the Part B – Completion Certificate.

What is the MBCOS Rural and Northern Bonus and How to Qualify?

A production can increase its refundable credit amount by another 5% via the rural and northern bonus. A production is eligible for this bonus where at least 50% of its Manitoba shooting days occur at least 35 km / 22 miles from Winnipeg’s center (a “rural day”), which is measured by the most direct driving distance from the intersection of Portage Avenue and Main Street in the city.

A rural day is defined as 7.5 hours of principal photography occurring in the rural location. To calculate the number of rural days, take the total number of hours spent on principal photography in the rural area and divide that number by 7.5.

In addition to the shooting requirement, at any time during principal photography, the applicant production company must have a permanent establishment in Manitoba that is located at least 35 km / 22 miles from Winnipeg’s center. Like the Producer Bonus, this bonus is applied for within the MBCOS application form in both the Part A – Registration Certificate and the Part B – Completion Certificate.

Can Federal Programs be Combined with MBCOS?

One additional production tax credit bonus that isn’t technically a “Manitoba tax credit bonus” is the availability to utilize the federal Canadian Film or Video Production Services Tax Credit (PSTC) on top of the MBCOS tax credit.

The MCBOS tax credit will reduce the production costs on which the PSTC is applied. Where a production is also eligible for the PSTC, the 65% tax credit (where all three former bonuses are applied) is increased to a total 70.6% refundable credit on eligible Manitoba labour!

What is the MBCOP Production Company Bonus and How Does it Benefit Productions?

The only bonus available for the MBCOP tax credit is one that most productions will utilize. This is an 8% tax credit bonus for eligible productions that co-produce with an eligible Manitoba production company increasing the base credit for 30% to 38%.

This production tax credit bonus is applicable to eligible productions where principal photography commences after May 31, 2020.

How Can You Successfully Navigate Manitoba Film Tax Credits for Your Production?

Like all film tax credit programs, Manitoba’s available tax credits and added bonuses provide substantial benefits to productions that film in the province.

However, the programs and their various regulations and processes often can be difficult to navigate to determine which tax credit routes are the most beneficial to your production. Being aware of the available bonuses and how they operate, as discussed in this blog, and determining which tax credits and bonuses are the most beneficial to your production, is just one piece of the picture to help you plan for your production’s success.

For further information about Manitoba’s tax credit programs, we encourage you to visit our first blog entitled Tax Credit Overview – Filming in Manitoba Series: Part 1.

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What is an Entertainment Lawyer & How to Hire One: A Comprehensive Guide

Erin Moskal — Mon, 19 Jun 2023 12:00:50 +0000

Introduction: Your Path to Success with an Entertainment Lawyer

Hiring an entertainment lawyer can be a critical step in the career of an artist, producer, director, writer, developer, or entertainer in Canada. This guide will walk you through the process, answering key questions, such as “what is an entertainment lawyer”, and providing insights into the world of entertainment law.

What is an Entertainment Lawyer?

You may be wondering, what is an entertainment lawyer? How is an entertainment lawyer different from a “regular” lawyer? An entertainment lawyer restricts their practice to the needs of client in the entertainment industry. They work with clients in various sub-industries: for example, music, film, television, video games, visual arts and theater, and help navigate complex legal issues, protect intellectual property rights, and negotiate contracts.

What Does An Entertainment Lawyer Do?

Contract Negotiation and Review

One of the primary responsibilities of an entertainment lawyer is to negotiate, review, and draft contracts for their clients.

This may include negotiating contracts for record deals, film and television productions, talent management, and licensing deals.

Intellectual Property Protection

Entertainment lawyers also help clients use the Canadian legal system to protect their rights, such as copyright law and trademark law, ensuring they are properly registered and enforced.

Litigation and Dispute Resolution

In cases where disputes arise, most entertainment lawyers represent clients in court or alternative dispute resolution processes, such as mediation and arbitration.

Why Do I Need An Entertainment Lawyer?

You may be asking, “do I need an entertainment lawyer”? Hiring an entertainment lawyer is essential for anyone in the entertainment industry because of the unique legal challenges and complexities it presents.

An entertainment lawyer can help protect your rights, negotiate better deals, and ensure that you are following industry-specific laws and regulations.

An entertainment lawyer possesses the knowledge and experience necessary to navigate the legal landscape of the entertainment world, which can be invaluable for all entertainment professionals.

How Much Does an Entertainment Lawyer Charge?

Lawyer’s Hourly Rate

Most Entertainment lawyers charge an hourly rate for their services. This rate will vary based on experience, location, and the complexity of your case. It’s important to discuss the hourly rate with your prospective entertainment lawyer to ensure you have a clear understanding of the costs involved.

What are Hourly Services

Hourly services involve billing clients based on the number of hours an entertainment lawyer spends working on their case. This billing method is common for matters with an uncertain scope (such as negotiating contracts), as it allows for greater flexibility in addressing evolving legal issues.

What are Fixed Fee or Flat Fee Services?

Some entertainment lawyers may offer fixed fee services, where a specific task or project is completed for a prospective client at a predetermined, flat rate. This billing method provides clients with certainty regarding costs and can be advantageous for matters with a well-defined scope (corporate law, for example).

Estimates for Legal Services

Can I Get an Estimate for my Legal Matter?

An estimate for legal services is a rough projection of the total cost of legal representation based on the entertainment lawyer’s understanding of your situation and the anticipated scope of work.

While it can be difficult to provide precise estimates due to the unpredictable nature of legal issues, a well-informed estimate can help clients budget for legal expenses and set realistic expectations. It is essential to discuss estimated costs with your entertainment lawyer and be prepared for the possibility that actual costs may differ from the initial estimate.

Industries Served by Entertainment Lawyers

Entertainment lawyers serve a wide range of entertainment industries, including live action, animation, video games, app and software development, music, and modeling.

Each of these industries has its own set of legal challenges and considerations, which an entertainment lawyer can expertly address.

Live Action and Animation

In the live action and animation industries, an entertainment lawyer can help production companies and independent producers with matters such as intellectual property protection, licensing agreements, talent contracts, distribution deals, production agreements, and postproduction.

They can also assist with navigating regulatory requirements and obtaining necessary permits for film and television projects such as distribution rights for example.

Video Game, App, and Software Development

An entertainment lawyer plays a crucial role in the video game, app, and software development industries. They can help protect intellectual property rights, negotiate licensing agreements, and draft contracts with developers, distributors, and other parties.

They also have expertise in contract law and navigating the legal complexities of digital distribution and revenue-sharing arrangements.

Music Industry

In the music industry, an entertainment lawyer can assist with a variety of legal matters, such as negotiating and drafting record deals, publishing agreements, and performance contracts.

They can also help protect intellectual property rights, make contractual agreements, manage licensing deals, and resolve disputes involving royalties, copyright infringement, or other industry-specific issues.

Modeling Industry

Entertainment lawyers are also invaluable to the modeling industry and business, as they can help negotiating and drafting contracts with agencies, photographers, and other industry professionals. They can also assist with issues related to image rights, licensing agreements, and the protection of intellectual property.

Conclusion: Your Path to Success with an Entertainment Lawyer

Navigating the entertainment industry can be complex and challenging, but with the right legal guidance, you can protect your interests and maximize your opportunities for success.

In summary, hiring an entertainment lawyer is a wise investment for anyone in the entertainment field. They can provide expert guidance and assistance in navigating the unique legal challenges and complexities of the industry, helping you to protect your rights, secure better deals, and ensure compliance with industry-specific laws and regulations.

Now that you’re equipped with the knowledge to find the ideal entertainment lawyer for your needs, take the next step and contact our law firm by booking a complimentary discovery call. Our team of experienced professionals provides personalized, effective legal representation for clients in the entertainment industry.

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Generative AI and Copyright Protection – Part 2

Michael Duboff — Mon, 12 Jun 2023 14:25:56 +0000

Can AI Generated Works be Copyrighted in Canada?

In Part One of this blog series we begin our legal exploration of generative AI (artificial intelligence) looking at training data and rights needed to use the AI data. The general rule is that it is important for programmers to acquire licenses where training data is copyright protected.

The exceptions to this are if the AI training data is now in the public domain or if it is an allowable use of the copyrighted material, such as through the fair dealing exception.

In Part Two we continue our discussion on generative AI, exploring the copyright protections available for generated creative works.

What Artistic Works are Eligible for Copyright Protection in Canada?

Copyright laws in Canada are governed by the Copyright Act. Copyright subsists in every original literary, dramatic, musical, and artistic work if it meets certain requirements set out in the Act.

The threshold for what is “original” for copyright protection purposes is not particularly high. What is required is an exercise of skill and judgment: the work must be more than a mere copy of another work, but it need not be creative.

In CCH v Law Society of Upper Canada, the Supreme Court of Canada has written the following about the exercise of skill and judgement:

[Skill, means] the use of one’s knowledge, developed aptitude or practiced ability in producing the work. [Judgment means] the use of one’s capacity for discernment or ability to form an opinion or evaluation by comparing different possible options in producing the work. This exercise of skill and judgment will necessarily involve intellectual effort. The exercise of skill and judgment required to produce the work must not be so trivial that it could be characterized as a purely mechanical exercise. For example, any skill and judgment that might be involved in simply changing the font of a work to produce “another” work would be too trivial to merit copyright protection as an “original” work.

How Does the Canadian Intellectual Property (“CIPO”) Treat Generative AI Copyright?

In 2021, the Canadian Intellectual Property Office (“CIPO”) approved the copyright registration of a work entitled, Suryast. As noted in its application, this work was co-authored by an individual and RAGHAV Painting App, a generative AI system.

While notable, this copyright registration carries little weight and should not be seen as a precedent. At the time that the ai copyright protection was approved, no commentary was provided by CIPO and there is no way of knowing if the AI aspect was considered.

Does Generative AI Exercise Skill and Judgment in Copyright?

We therefore return to the question that is at the core of Canadian copyright jurisprudence: what constitutes an “exercise of skill and judgment”. When it comes to generative AI, skill and judgment can be assessed at different stages.

Is it the programmer’s coding of the generative AI system, the user’s text inputs into the software, or the AI (aka the software) running the code, to which we must look for the exercise of skill and judgment?

How does the US Copyright Office Treat Generative AI Copyright?

Earlier this year, the US Copyright Office (“USCO”) provided a statement that may help guide Canada’s analysis of the issue. On March 16, 2023, USCO released a guide on AI generated works stating that a work created with the assistance of AI may be copyrightable if it involves sufficient human authorship.

This statement aligns with longstanding US copyright law that requires human authorship for a work to be copyright protected. Elaborating on this, USCO states “when an AI technology receives solely a prompt from a human and produces complex written, visual, or musical works in response, the ‘‘traditional elements of authorship’’ are determined and executed by the technology—not the human user”. This explanation, which aligns with the common foundation of generative AI software that relies upon text inputs, illustrates that many current systems do not meet the required human authorship threshold.

However, the US Copyright Office elaborated further giving an example that will constitute human authorship wherein a user “may select or arrange AI-generated material in a sufficiently creative way”. The conclusion, therefore, is that it is the precise way that AI software is used that determines whether the generated work will be copyright protected. If the only human interaction is a text input, then the work is not eligible for copyright.

On the other hand, if the user manipulates the AI generated work into something further – such as through human-controlled editing – then it may be copyrightable.

Are AI Generated Works Eligible for Copyright Protection?

The question of whether generative AI works are copyrightable is clearly at the forefront of many AI-related conversations. As we have now seen in the US, guiding information is beginning to be disseminated on the topic.

Whether through the courts or copyright office, it is only a matter of time until Canada also addresses the question of whether AI generated works are copyrightable. As was similarly asked in part one, a seminal question is how the courts and legislators will balance the intellectual property and economic rights of creators and the pubic in deciding whether or not to allow AI generated works to be protected through copyright.

Part three of this mini-series will continue our look at generative AI and discuss ownership of AI generated content.

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Esports Sponsorships – Activities, Opportunities & Considerations

Erin Moskal — Wed, 24 May 2023 20:38:45 +0000

Esports Sponsorships Introduction

Sponsorships in Esports are an integral part of the landscape, just as they are in traditional spectator sports. Esports is an exploding entertainment sector on pace to outstrip the film and television industry in terms of sheer economic activity. Sponsorship – in terms of volume and complexity – is one of the fastest-growing and effective marketing communication tools with respect to Esports.

Currently, there are more sponsorship opportunities at the team level compared to those for individual gamers/athletes. But as individual athletes grow their own fan bases, athlete-specific sponsorships opportunities are on the rise.

Whether in acting, music, or the traditional sports realm, the legal considerations for Esports sponsorships generally align with considerations for other forms of sponsorship for talent. This blog will look at a few of those overlapping considerations, as well as some of the considerations that are specific to Esports sponsorships.

General Considerations in Esports Sponsorships

In any sponsorship deal, the sponsored activity is one of the primary items to be clearly identified. For the sponsor, the scope of the activity and the obligations of the sponsored athlete (or musical artist, influencer, etc.) tied to the activity should be as broad as possible, whereas it is to the sponsored athlete’s benefit to limit the ambit of that activity as much as possible.

The activity could include participation at an in-person or online Esports event, wearing sponsored clothing, or using a sponsored product.

Intellectual Property and Rights in Esports

The heart of any sponsorship agreement is the rights of association and all related rights that are granted to the sponsor. However, from the sponsored athlete’s perspective, it is important to limit those rights to ones that are necessary to carry out the sponsorship.

A sponsored athlete must deliver marketing and promotional value to the sponsor by its association with the sponsored athlete but wants to reserve any rights to itself not necessary to carry out the sponsorship. This helps the sponsored athlete maintain control of their brand and preserves potential future opportunities based on the rights it didn’t grant in a particular sponsorship.

One example is a sponsored athlete agreeing to appear at sponsored event and to allow promotion of that fact, but not granting the rights to film/record and make content for social media of their appearance at the event (unless of course, the sponsor is willing to pay more for that right).

Typically, a brand will want to be the “exclusive sponsor” associated with any sponsored athlete. But a sponsored athlete will generally want to try to limit the scope of that exclusivity, whether based on the territory that the exclusivity applies to (e.g. “Canada only”), or product category (e.g. “the exclusive energy drink sponsor”) and most definitely by the time period or term of the exclusivity.

The sponsored athlete will also need to grant the necessary sponsorship and other marketing and media rights for the sponsor to engage in all promotional activities contemplated in the agreement.

What Forms of Payment are Available?

Compensation generally comes in the form of a fee to a sponsored athlete, or the benefit derived by a sponsored athlete from a sponsorship arrangement. Fees are the most traditional form, but another common way to provide a benefit to the sponsored athlete is “in kind” consideration.

For example, a brand/sponsor may only provide free product (e.g. energy drink supplies) to an individual in exchange for some form of marketing or promotion by the sponsored athlete.

Often, there will be some combination of fee and “in kind” consideration provided for in the sponsorship agreement.

Esports Sponsors – Advertising and Promotion

In all sponsorship agreements, it is important to determine what advertising and promotional obligations a sponsored athlete takes on.

What are their deliverables?
Is it to use their social media platforms to amplify the brand the sponsor?
How many times are they required to post to social, for example, during the duration of the agreement?
Three times a week? Monthly?
What messages are they going to put out on social?
What level of approval does the sponsor have over the message being delivered through the channels?

Generally, as with other social media influencers like Esports athletes, the question of authenticity often comes up.

Is the product or brand sponsoring anything the athlete would naturally be associated with or use?
Is the product or brand off-base or disconnected from the athlete?
If so, does the sponsorship ultimately do damage to the brand of both the athlete and the sponsor?

Specific Considerations for Esports Sponsorship Deals

Like all sponsorships in entertainment or in traditional sports, the timing of key events in a season will dictate how much urgency, and therefore, leverage an athlete has in negotiating a sponsorship deal.

For that reason, it is important that Esports advisors and lawyers know the key dates in an athlete’s season, as well as upcoming tournaments, and use these dates and potential results to parlay them into a better deal for the athlete.

What are “Break Clauses”?

All sponsorship agreements can potentially contain a “break” clause which allows one of the parties to terminate the agreement early in specific situations.

A specific application of a break clause to an Esports sponsorship may provide a right to terminate a sponsorship in favour of the sponsored athlete if the athlete misses an event or fails to reach a particular threshold (e.g., not making it through to the next round of a gaming tournament).

More athlete-friendly break clauses may provide for an athlete to terminate a sponsorship without further obligation where a sponsor loses its official status with a particular league, or it may instead provide that a sponsor loses their renewal rights under the agreement.

Esports-Specific Payment Considerations

Again, the level and timing of payments are important in all sponsorship arrangements. How much of the sponsorship fee is paid upfront versus paid over specified milestones? Additionally, how much of the compensation is contingent on the sponsored athlete reaching certain thresholds?

Events can often act as triggers for payments to sponsored athletes, which acts as a hold back on sponsorship fees until closer to the time that a sponsored athlete is scheduled to receive the benefits of the sponsorship arrangement.

This allows for payments and cashflow to occur at a time closer to when the promotional benefits provided by athletes are realized when based on events (e.g. the League of Legends World Championships), rather than dates in the future. In Esports, payments schedules and thresholds are often determined based on the last fixture in a tournament, which provides incentive for an athlete to continue providing benefits to the sponsor until the tournament is over, regardless of their involvement in the last fixture.

For help with your esports sponsorship agreement, whether as a sponsor, or as someone receiving a sponsorship opportunity, or sponsorship generally, please get in contact with us. We are happy to help!

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Edwards Creative Law

Canada Day 2024: The Perfect Day to Support Canadian Content (8th Edition)

The History of #CandianContent Posts

New Canadian Music Releases in 2024

Music Festivals Across Canada

Toronto

Ottawa

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Montreal

Nova Scotia

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Basic Logistics

Compensation

Hospitality

Backline & More

Recording and Artist Assets

Merchandise

Cancellation and Default

Liability, Indemnity and Insurance

Conclusion

Five New Year’s Resolutions From Your Local Entertainment Lawyers

New Year’s Resolution #1: Don’t Rush

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New Year’s Resolution #2: Know Your Partners

New Year’s Resolution #3: Discuss Key Terms

New Year’s Resolution #4: Agree on Terms

New Year’s Resolution #5: Work with an Entertainment Lawyer

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Publishing Law 101: Comic Books and Graphic Novels – What are the Legal Considerations?

Comic Books and Graphic Novels – What are the Legal Considerations?

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The Origin Story: What Intellectual Property is the Comic Based On?

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Publishing Agreements: What to Know When Publishing Comics

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Corporate Law: The Meaning and Importance of Shareholders’ Agreements in Canada

Shareholders’ Agreements in Canada

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Is a Shareholders’ Agreement Required?

What are the Main Components of a Shareholders’ Agreement?

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Transfers of Shares

Common Share Transfer Provisions:

Right of First Refusal

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Events Affecting a Shareholder

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Canada Day 2023: The Perfect Day to Support Canadian Content (7th Edition)

The History of #CandianContent Posts

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