David Graziani, p.c.
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Areas of Law

Advertising and Merchandising
Drafts and negotiates, on behalf of advertisers, advertising agencies and media companies, sponsorship and promotional agreements, agreements with advertising and public relations agencies, merchandising agreements for various entertainment properties (including clothing, toys, and games), advertising agreements and insertion orders for print, Internet, television and radio, video games, advertising policies, dynamic and static product placement agreements, and trademark licenses.
Regularly provides prepublication review for advertising, and advice on trademarks, privacy issues, buzz marketing campaigns, rights of publicity issues, FTC and other regulatory compliance issues, CAN-SPAM Act and Wireless Spam issues, and content liability issues.

Arts & Entertainment

David Graziani, P.C. represents filmmakers, musicians, writers, independent record labels, actors, dancers, producers – essentially, anyone involved in the arts and entertainment industry.   
- We will give you a line-by-line explanation of the contract, and suggest clauses that might be added to protect you. 
- We help you keep ownership of your work, making sure you understand what rights you are giving away before you sign.
- We help you maximize your creative opportunities, adding terms that give you financial reward, creative control and greater exposure.
- We protect your business relationships by negotiating the terms of the contract.  This allows you to be free to focus on your craft, and to develop positive relationships with the people offering you the deal. 

Commercial Business Transactions
These include: 
Corporate formation: corporations, LLCs, partnerships, not-for-profits.
Contracts: drafting, review and negotiation of confidentiality agreements, non-disclosure agreements, non-compete agreements, stock option plans, franchise agreements, consulting agreements, employment agreements, severance agreements, releases, independent contractor agreements.

With strong legal counsel, you can have greater confidence as you conduct your business.  We understand the urgency with which questions need to be answered, and deadlines within which contracts often have to be prepared and signed.  We can protect your company's legal interests, as you focus on the business of making your business a successful one.

Corporate Formation
If you have not already done so, one of the very first steps a business should take is to create a formal entity.  This is important for any number of reasons, especially to ensure that the owner's individual assets and liabilities do not become confused with those of the business.  We can draft charters, by-laws, operating agreements, publication and any other documents required in the formation process.
Film Financing
Whether you are making a documentary or an animated feature, a quirky independent flick or a potential blockbuster, you will need to find a source of substantial funds to finance the production of the film. We will help filmmakers with the many legal documents involved in financing a movie.

Whatever the budget for your project, we will ensure that your investment agreement:
• gets you the funds you need to see the film through to completion
• puts in writing what the investors have promised you

Usually the filmmaker creates a company such as a Limited Liability Company (LLC). Investors pay funds to your company, and the company's funds are used to finance the film. With an attorney involved from the outset, filmmakers are freed to maintain a positive, creative relationship with the investors.   

Film Distribution Agreements
Following a successful screening at a film festival, or a nomination for a prestigious award, filmmakers will find themselves bombarded with distribution proposals. With tight deadlines, you often have to make quick decisions about which of these offers to accept, and on what terms.  We will tell you if anything is missing from the contract that would better protect your rights. We will explain how the payment terms proposed will play out in practice.  We understand the deadlines that you may be working with in this often time-sensitive industry, and the importance of helping you maintain a positive relationship with potential movie distributors.

Film & TV Contracts & Film Releases
Whatever your involvement in the film or TV industry, you will find yourself confronted with a contract to sign, or you will be in a position where you are expected to provide one to an artist.
Most filmmakers know that they need to get a signed "release" from participants in their films. A release is a signed document by a person appearing in the film, which gives the filmmaker permission to use that person's likeness in the film. Without a properly executed release, the filmmaker bears the risk that a participant may later claim that he or she did not consent to the broadcast of their image on film, and demand compensation. 

Examples of releases commonly used in filmmaking include:
Co-Production Agreement; License Agreement
Merchandizing Agreement; Non-Disclosure Agreement
Option / Literary Purchase Agreement; Screenwriter Engagement Agreement
Actor Offer Letter; Actor or Television Performer Employment Agreement
Extra Agreement; Stunt Performer's Agreement
Television Host Agreement; Director Agreement
Production Services Agreement; Television Series Producer Agreement
Casting Director Employment Agreement; Crew Deal Memo
Location Agreement; Writer Collaboration Agreement
Joint Venture Agreement; Synchronization Agreement (for soundtrack)
TV Music Rights License; Composer Agreement
Depiction Release; Still Photo Release
Film Clip License; Still Photo/Artwork Release
Submission Release; Extra/Minor Release; Quitclaim Release

Drafts and negotiates publishing and consulting agreements, music licensing agreements, talent agreements, live event contracts, television, film, theatre, and event production contracts, television and film distribution agreements (including IPTV and other digital distribution), book option rights, video game development and distribution contracts, event sponsorship agreements, product placement agreements, merchandising agreements, model and photo releases, advertising agreements and various other entertainment contracts.
Drafts and negotiates athletic sponsorship and licensing agreements, tournament webcasting agreements, clearance issues for sports footage, and other sports-related contracts.
Provides regular advice and due diligence on copyright clearance, rights analysis, and rights of publicity issues, with particular emphasis on use of properties in a digital and/or mobile environment, including user generated content and social networking issues. Provides prepublication review of books, magazine articles, website and blog postings and newspaper articles for various publishers.
Serves as production counsel for independent film, television, web and video game productions and digital music services, including providing advice on all aspects of day-to-day production issues.

We can review, draft and negotiate all types of agreements for Photographers, including:

Photographer-Agency Agreement; Photographer-Gallery Contract
Book Publishing Contract; Magazine Photography Contract
Wedding Photography Contract; Portrait Photography Contract
Collaboration Agreement; Stock Agency Agreement
Stock Photography Delivery Memo; Photographer's Lecture Agreement
Merchandizing Agreement; Model Release; Property Release
License of Rights; License of Electronic Rights; Employment Agreement
Consulting Agreement; Project Employee Contract

Privacy and Security
Regularly advises on privacy and security issues, including database and customer list licensing, impacts of user content, spyware and adware issues and compliance with CAN-SPAM Act.  Drafts and negotiates database licenses, network security agreements, privacy policies and website terms of service.

Screenplay Breakdown, Analysis & Coverage
Script Submission - Breakdown, Analysis & Coverage. Writers know full well that most production companies will usually not answer query letters and will not consider unsolicited submissions of screenplays.  For an industry that claims there isn't new talent or good stories, this is an extremely frustrating experience for the writer. This office will submit screenplays on a "per submission" price in order to accommodate the writer and to further her/his career. I will thoroughly analyze, the plot, structure and characters of your screenplay.  I will provide the writer with 2-3 pages worth of notes as well as suggestions to make the story better.  We will have a phone conversation about your screenplay and discuss any other issues you may have based upon my comments. If I like your story, I will use my connections to submit the screenplay to Producers, Directors and such who may be potential buyers at no extra charge.  Cost: $150 per submission

Provides web, e-business, and technology-related advice to more than 35 companies and has participated in over 150 Internet and technology related transactions on behalf of established businesses, large Internet and technology companies, and smaller start-ups. These transactions have involved many of the industry's leaders and have dealt with many cutting edge issues facing technology, including Web 2.0, social networking, outsourcing contracts, open source issues, and joint development agreements.
Drafts and negotiates content licenses, software licenses (both open source and closed source), enterprise systems licenses, software development agreements, hardware procurement agreements, ASP and master services agreements, website and wiki design and hosting agreements, webcasting and retransmission agreements, joint marketing agreements, consulting agreements, distribution and fulfillment agreements, business to business arrangements, financial transaction agreements, video game creation, production and distribution agreements, fulfillment, distribution, and warehousing agreements, agreements with technology transfer offices, and website privacy policies and terms of use.
Advises on copyright, trademark, and defamation issues, including prepublication review of website content and other basic publisher liability advice for websites.
Drafted and negotiated more than two dozen international agreements with foreign companies in Russia, Canada, Denmark, Egypt, Germany, Japan, France, United Kingdom, and Australia.

Regularly provides advice regarding Wi-Fi, mobile entertainment, and content carriage issues, including copyright clearance and DMCA safe-harbor and related issues.
Drafted and negotiated ring tone, java game and wallpaper licenses, roaming agreements, subscriber agreements, joint marketing agreements, software services agreements, building access agreements, and office and technical space leases.

We represent novelists, screenplay writers, playwrights, poets, non-fiction writers, songwriters, journalists and other writers in the legal aspects of their careers.
We advise on: Privacy Rights; Defamation; Negligence; Freedom of Speech; Legal Aspects of Submissions; Misappropriation; Self-Publishing & E-Book Publishing; Corporate Entities for Writers.

We review, draft and help negotiate:
Book Contracts
Publishing Agreements
Literary Agent Contracts
Adaptation Agreements
Option / Literary Purchase Agreements; Ghostwriter Agreements

© 2008 David Graziani, P.C.
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