Original Work License Agreement (Film Adaptation License)

[Original Work License Agreement (Film Adaptation License)]

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This is a template contract that an original author (author of the original work, screenplay, music, etc.) can use to grant permission to a filmmaker (film production company, producer, etc.) to adapt their work into a film.
The film producer pays a licensing fee to the original author in return.

*We would appreciate it if you would also refer to the contract template below.
Original Work License Agreement (Theatrical/Stage Adaptation License)
https://akiraccyo.thebase.in/items/89594867

[Reference (our office website)]
Creation of contracts regarding the use of original works
https://keiyaku.info/licence04.html
Film industry transaction design and contract drafting
http://keiyaku.info/contents03.html
Contracts for entertainment agencies, talents, models, and musicians
https://keiyaku.info/e_production01.html
Contract law for content business and related industries
https://keiyaku.info/contents02.html

★ Clauses included in the "Original Work License Agreement (Film Adaptation License)"
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The preamble identifies the original work as follows:
(1) Title of the work
(2) Type of work
(3) Original author
(4) Publisher

Article 1 (Purpose)
This provision states that Party A will grant Party B the exclusive right to use the work as the original story for a film, and Party B will pay Party A compensation in return.
(The specific scope of use of these rights is set out in Articles 4 and 5.)

(1) "Type of work" includes, for example, "feature-length live-action film" and "feature-length animated film."
(2) The “purpose of use of the work” is, for example, “screening in a theater, etc.”
(3) If the title of the work is tentative at the time of signing the contract, please add "(tentative title)" to the "Title of the work."
(4) Enter the name of the director.
(5) Enter the name of the lead actor.
(6) The length of the film to be delivered is specified (e.g., between 80 and 90 minutes).
For example, in the case of a TV series, you would write something like, "Each episode will be XXX minutes XXX seconds long, and will consist of a total of XXX episodes."

Article 2 (Representations and Warranties)
This provision states that Party A (the original author) represents and warrants to Party B that he/she holds full copyright to the work.

Article 3 (Creative Control)
This provision stipulates the extent to which Party A (the original author) can be involved in the production of the film.

Article 4 (Scope of License for Production and Screening)
This document lists the types of use that Party A will grant Party B regarding the production and use of the Film.
Furthermore, Party B may sublicense third parties to use the Services in these ways.

Article 5 (Scope of license for secondary use)
This document lists the types of secondary use that Party A will grant Party B permission to make regarding the secondary use of the film.
Furthermore, Party B may sublicense third parties to engage in secondary use in these ways.

Article 6 (Sequels, Remakes, etc.)
The agreement stipulates that if Party A wishes to produce a sequel or remake of this film and use these, Party A will have the right of first negotiation with Party B for one full year after the end of the film's release.

Article 7 (Compensation for license regarding production and use)
This provision stipulates the compensation to be paid by Party B to Party A for the permission to produce and use the Film as stipulated in Article 4, as well as the method of payment.

Article 8 (Compensation for permission for secondary use)
This provision stipulates the compensation to be paid by Party B to Party A for the license set forth in each item of Article 5, Paragraph 1, and the method of payment.

Article 9 (Attribution of Rights)
This provision states that the copyright, ownership, and all other rights to the film and the results of the film production process will belong to Party B.
In addition, Party A promises not to exercise moral rights in the production and use of the film.

Article 10 (Credits)
This provision states that Party A will state in the film that he is the original author of the film.

Article 11 (Publicity and Publicity Activities)
These are regulations regarding Party A (the original author)'s cooperation with promotional and public relations activities for the film (press conferences, interviews, stage greetings, etc.).
It also stipulates the use of the image of A (the original author) in promotional and public relations activities for the film.

Article 12 (Reporting obligation)
If requested by Party A, Party B will report on the production status and usage status of the film.

Article 13 (Keeping of books, accounting records, etc. and right to audit)
It stipulates that Party B guarantees to Party A that the Deliverables in question will not infringe the rights of third parties.
It also stipulates compensation to Party A in the event of infringement.

Article 13 (Liability for Infringement of Rights)
This provision stipulates Party B's obligation to preserve and keep books, accounting records, etc. related to this Agreement.
Party A shall have the right to inspect, copy, and otherwise audit these books, accounting records, etc. during Party B's normal business hours.

Article 14 (Obligation to maintain confidentiality)
Section 1 stipulates the obligation to maintain confidentiality. The obligation to maintain confidentiality is usually stipulated to remain in effect for a certain period after the contract has ended.
In addition, if it is necessary to more clearly identify "confidential information," it may be specified as "information provided or disclosed by the parties with the intention that it is confidential information."

Section 2 stipulates that certain information that must be excluded from information subject to confidentiality obligations will not be subject to confidentiality.

Article 15 (Prohibition of Transfer of Rights and Obligations)
This provision prohibits the assignment of rights and obligations arising from this contract. Under the Civil Code, creditors are free to assign their claims (Article 466, Paragraph 1), but by adding a special clause prohibiting assignment like this clause, it is possible to make the claims non-assignable (Article 466, Paragraph 2).

Article 16 (Liability for damages, exemption from force majeure)
Section 1: Stipulates liability for damages. (This is a typical example of a provision.)

★Alternative example to paragraph 1: An example is also provided limiting the scope of damages to be awarded to both parties.

[Scope of damages: Civil Code provisions]
If the scope of damages stipulated in the following article (Article 416 of the Civil Code) is excessive, the scope of liability for damages will be limited by contract.
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Civil Code Article 416 (Scope of damages)
1. The purpose of a claim for damages for breach of obligation is to obtain compensation for the damages that would normally arise from the breach.
2. Even if damage has arisen due to special circumstances, the creditor may claim compensation if the parties foresaw or could have foreseen those circumstances.
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→ "Profit from performance" refers to the profit that would have been earned if the contract had been performed as per the contract.
→ "Profit from fulfillment" includes both "lost profits" and "expenses that would not have been incurred if the contract had been fulfilled."
→ "Lost profits"
For example, if Party B (film producer) violates this contract by not producing the film, this will be a breach of contract by Party B. In this case, the profits Party A (original author) would have earned if the film had been completed are called lost profits.
→ "Expenses that would not have occurred if the performance had been carried out"
If Party A is forced to make expenditures because Party B has not fulfilled the contract as per the agreement, then Party A has incurred "expenses that would not have been incurred if the contract had been fulfilled."

Section 2: Provides for exemption from liability for force majeure.

Article 17 (Validity Period)
This agreement is valid until the expiration of the copyright protection period for the film.
→Article 54, paragraph 1 of the Copyright Act stipulates that the "term of protection for a cinematographic work" shall "last for 70 years after the work is made public (or, if the work is not made public within 70 years after its creation, for 70 years after its creation)."

Article 18 (Delay in Completion of Film)
This provision states that Party A may terminate this Agreement if Party B is unable to complete the film within the specified period or if Party B is unable to screen the film in theaters within the specified period from the date of completion of the film.

Article 19 (Termination of Contract)
It also provides for the right to terminate the contract and makes careful provisions regarding claims for damages.
Under the Civil Code, if the other party fails to fulfill its contractual obligations, a right of termination arises (statutory right of termination, Civil Code Articles 541 and 543).
This clause provides that, in addition to the statutory right of termination, grounds for termination may be added by agreement (items 1 to 13), and that termination may be made without notice.

Article 20 (Exclusion of anti-social forces)

Article 21 (Governing Law, Matters to be Discussed, Jurisdiction)
It is also possible to change "Tokyo District Court or Tokyo Summary Court" to "District Court or Summary Court with jurisdiction over Party A's address," "District Court or Summary Court with jurisdiction over Party B's head office location," or "District Court or Summary Court with jurisdiction over the plaintiff's location."
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~Attachment: Compensation for secondary use~

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* Includes annotations and comments. WORD file format, so you can customize it however you like.
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