The ScreenSkills Film Skills Fund and Reclaim The Frame teamed up to offer these free webinars for early career filmmakers onwards. They were recorded in June 2024.
In the first session, Demystifying financing in film, funders and commissioners talked about the opportunities they offer and what they look for in projects, pitch decks and funding applications.
The panel included:
- Mia Bays, Director, Filmmaking Fund at BFI
- Amy O’Hara, Development & Production Executive at Film4
- Claudia Yusef, Head of Development at BBC Films
- Erica Motley, Creative Partner at Impact X
- Sophie Green, Head of Acquisitions & Development at Bankside Films
- Tolu Stedford, producer (moderator)
Watch the video or read the full transcript below.
Melanie Iredale
Hi, everyone. I’m Melanie, the Director of Reclaim the Frame. We are a UK-wide charity with a mission for championing marginalised perspectives in cinema. To introduce myself, I go by she/her, and I am a blond white woman with a black top on. We'll be covering the film financing, in this session. Fundraising, equity, public investment, private investment, and so on. Wthout further ado, I'm going to introduce you to Tolu. Who is on the ScreenSkills Film Skills Council. She's also a trustee of Reclaim the Frame. Tolu is a creative producer, exec producer, consultant, and diversity advocate and founder of Story Compounds. I'm going to hand over to Tolu, to moderate this Demystifying Financing session. As you can see, we've got a great line up for you,and I'm really excited for this conversation. Thank you everyone. Thank you Tolu.
Tolu Stedford
Hello. Thank you for the lovely introduction. I don't think I need to say too much about myself now. We've got an amazing panel here. A lot of my work is helping, emerging talent, especially even mid-level talent, to navigate the industry and understand the routes to the business. And one of the most important and impactful subjects is finance and funding. And so I am very, very, very honored to be hosting this panel. We have got the amazing and incredible Mia Bays, Director of Film for the Filmmaking Fund at the BFI. Amy O'Hara, Development and Production Executive at Film4, Claudia Yusef, Commissioning Executive at BBC Film. Erica Motley, Creative Partner at Impact X and Sophie Green, Head of Acquisitions and Developmentat, Bankside Films. And obviously I will be, moderating. So, if we can with our panel, if you could just introduce yourself and a little bit about how you work with film funds and, just a little bit of an introduction.
Mia Bays
Hello. I’m Mia and, I'm the Director of the BFI Filmmaking Fund. Have been for two and a half years, and I've got another two and a half years to go. And, before that, actually, I established Reclaim the Frame and have been an independent producer and worked across the ecosystem. So it's quite important, actually, that we understand how it all intersects. And I am a white woman with long brown hair. As a quick overview, we have £54 million across three years that spreads across, short form and documentary, live action, animation, feature film development and production. Our money is Lottery. So it's incredibly important to know, the type of money - we'll get into this, I'm sure - dictates how money also behaves and what kind of deals you can do. And Lottery is people's money. It's not taxpayer. So it is thanks to ticket buyers. Obviously it changes depending on how many tickets are bought and it's spread across sports and culture and arts primarily. So our budgets are set depending on what the pool is like. We've had a reduction in the last few years, but hopefully, people will start buying more tickets and that may increase. So, we don't control how much money we get. It's really dependent on the economic environment. thank you so much. Thank you. should we go with Amy next?
Amy O'Hara
Hi. I'm Amy O'Hara. I am one of the development and production executives at Film4. I'm a white woman with brown curly hair and an orange top and a flowery background, which is clashing. So sorry about that. I should have planned that better. So I work with two of the other development and production execs at the team at Film4. We also have Senior Commissioner David Kimbangi and our Head of Creative, who's Farhana Bhula. And we work very closely with writers, directors and producers to take their idea from the initial stages all the way through script stage. We're with you from production and then distribution, marketing. So we're with you every step of the way in terms of how we work with slightly different to BFI.
There's no application process as such. We work very closely with them as partners. But, we don't have something you can apply for. So we do a lot of talent scouting. We go to short film festivals, both in the UK and internationally to find debut talent, as well as theatre, comedy, music videos, commercials. We're scouting all across the various mediums. And then for our more commercial projects, we work with bigger partners like A24, Focus, Searchlight, StudioCanal, on second, third, fourth features. But I think we'll probably be focused on debuts today so we can get into that when the time is right.
Claudia Yusef
Hello, I'm Claudia. I'm a commissioning executive at BBC film. I'm a brown woman with a white T-shirt and brown hair. I work in a team, a creative team of three commissioners and two development execs, and then a production team, business affairs team and a comms team who all support filmmakers. We make about 15 films a year. Like Film4, we are commissioning feature films which will sit in cinemas and then eventually play on our channel. So we take the free TV rights. And that's the sort of non-negotiable part of what we do. but we don't ever fully finance anything. So we, like Film4, will always work with partners on every film we work on - about 12 to 15 films a year and then about 100 films in development. So we work all the way from a verbal pitch to through the other end to the film's release out into the world.
Erica Motley
Hi. I'm Erica, I'm Executive Producer at Impact X Capital. We're a development fund focused on diversity - women, people of color, LGBT community. We do animation, film, TV and games. We basically start at the concept and go all the way to distribution. So the money's the beginning. But we support our talent with legal support. With script editors, we help them package, we help them find producers if necessary. But it is a development fund, not a production fund. To submit, people apply online and they basically tell us about the team and their credits, about the source IP, where the idea came from. And we also ask for people to explain to us what they think the comparable shows are, so that we can do an evaluation. It is an equity fund so returns matter. But different budgets work for different projects. And, we hope to always be able to find a way to support emerging talent.
Sophie Green
I'm Sophie Green. I head up Acquisitions and Development at Bankside Films. I'm a white woman with brown hair, and I'm wearing glasses. Bankside Films, we are predominantly an international sales agent. So as a sales agent, we are the bridge between the producers, filmmakers and the marketplace. So we are working with you guys to try and get your films sold as globally as possible, so we can get you the biggest audiences as possible for your films. We also have our own in-house production and development slate, which we can talk about later. And as acquisitions, I'm responsible for finding the teams and the projects and the filmmakers that we are going to partner with. So rather than the sales team, that would be market facing and would have the relationships with the buyers. I have the relationships with you lot. And so I, the same as Claudia and Amy. I am going to the festivals. I'm scouting talent. You know, we're trying to find the next new voices. We do a lot of debuts, but also, a lot with more established filmmakers. But yes, generally, we come on board and we will work with you to help finance, package, as well as then ultimately go on to sell and distribute the films with you guys, plus festival strategy to. So yeah, there's, we can get into all of that a bit more later, but yeah, we're that bridge for you guys to the marketplace.
Tolu Stedford
Wow. What's a panel? Okay, this is who you need on your side. So it's really, really, really. Oh my gosh. I'm really I'm not going to waffle. We've got stuff to get into. Thank you so much, Sophie. So, I should introduce myself in. My appearance. I'm a black woman with glasses, beige, rich red glasses, with black curly hair and a pink jumper. And without further ado, we can get into the questions now. So this is a general questions section. Just thinking about all the stages of funding, we want to start first at the development/seed funding and all of our panel start from this stage and can invest at this stage. So I just wanted to ask the panel across all of you, can you explain a little bit about what your development funding supports and what are the best sources of securing the initial development funds? Because that's the start. That's the start of getting the project open. So if you could speak about that across your different mechanisms, that would be fantastic.
Mia Bays
So our development fund is open to all. It's really important that we are the largest open access fund so anyone can apply. Anyone needs to be a producer. The minimum requirements are producer and director. So producer, writer attached. We make on average around 60 awards a year, but it can be more and we've got between 100 and 120 active projects, features, in development at various times. And, we have a very strong range of targets, KPIs and priorities. And that's how we make decisions. All of those are on our BFI Film-making Fund, site. So you can look at that and dig into it, which should help you with your application process. We can guide and steer and basically that covers from treatment through to the development of the various stages of script. In certain instances it can involve a pilot, but that will only happen for projects that are already in development process. if you're looking for development for documentaries, you go to the BFI Doc Society. Always want to make sure that we're bringing documentary into the frame. So that's our delegated relationship. So as Doc Society are specialists in documentary, they develop and fund the various stages. Documentary development obviously works in quite different ways to fiction. So I'm primarily talking about fiction. And obviously the geographic spread is really important to us because we serve the whole of the UK and all of the nations, so that comes into play when we're making our decisions, that we have a balance and a range of voices and demographics and geographical locations. And then also obviously, a strong range in terms of what kind of projects we are supporting. But we have a different model. We are not commissioners. So that's why we can't hear pitches. We can't give you an indication that something is interesting to us. The only way we are able to engage through Lottery structures is once you apply. I think that's it for now.
Tolu Stedford
Thank you so much Mia. Thank you. And just to clarify with the regional aspect, they all go to the same website to do the application form. And then you assign that in regards to the criteria of including the whole of the regions.
Mia Bays
So Network is different. So BFI Network is short film funding and early development. There are nine regional hubs and you go to them to get advice and go through the Network portal to us. So if you're talking about development funding, through us, you come to us through the portal. That's exactly right.
Tolu Stedford
And one last question. Sorry. While we're here, just because maybe people don't understand, distinguish between the BFI Network and the BFI development funding. Could you just speak a little bit on the differential two spaces. Thank you.
Mia Bays
So BFI Network is focused on early career development and supporting your journey into film. And it doesn't have to be your first short It could be further on in the process. So it's primarily production funding for short films, but there is an early development fund that opens usually around once a year, which is building the bridge from short form and perhaps your first professional experience of development. So it's a smaller award. Writers can apply with our producers or it's producer, director, writers apply. And that's the first step. So as I said, it's smaller awards. And then perhaps if in that journey you then come to us afterwards when you're seeking to develop perhaps to draft.
Tolu Stedford
Perfect. And that's for the features? Perfect. Thank you so much. Mia thank you. Claudia.
Claudia Yusef
So unlike the BFI, we don't have an application process because we’re not a fund, we’re commissioners. So, we are actively sourcing things that we think will work for the channels eventually or will complement our slate or fill gaps in our slate. We can fund things from an early stage. We can fund things from, as I say, a verbal pitch. We can also fund things that are much further down the line. So we do come on board with projects that are fully developed or ready to move towards production. But quite often, a lot of the films that we end up financing for production have been on our development slate. We don't have a short film fund, per se. We do sometimes fund short films on the basis that we feel like a filmmaker that we're working with would benefit from making that short film. So it's normally retroactive commission rather than a let's make a short film and see. Obviously, BFI Network does amazing work in that area. So we rely upon them to do quite a lot of that amazing early, early talent development because our funding is to make films for the channel. So that is our primary focus. I think that's all of the development funding that we - there's obviously BBC writers room, which I like to remind people exists as well, which does a lot of development work within the BBC, specifically around writers and that's open access and has various different programmes that people can access. We work with them quite closely to track new writing talent.
Tolu Stedford
Right. Really helpful because I think people forget that writers room is there to kind of have access to develop their talent, but also to get the routes into BBC film. It's interesting, I think, because that's another common question about the short films, there is nowhere to broadcast the short films. So there's not much reason for you to invest in that. Do you broadcast short films?
Claudia Yusef
We do, they do go on iPlayer. They don't always go, but it’s not always the sort of destination which people associate with short films or that people that perform necessarily hugely well on iPlayer. I think they do get a good audience on iPlayer compared to, you know, elsewhere for short films. But it's not the primary reason why we do that. We are generally making short films in order to figure out how to work with a filmmaker who we know we want to make a feature with,
Tolu Stedford
Make sense, make sense. That process is really helpful. I think in terms of understanding how a filmmaker works and what brings out the best in them. And is there a preference to like, a project. Would you prefer a project coming in through the development route first rather than waiting until further down the line?
Claudia Yusef
No, we'd love brilliant projects to land on our desk that we can come on board and help move towards production. It’s the focus on developmentis because we don't have a huge budget. So we know that that's where our money can make the most difference. Our team is built around providing that kind of support, especially for new talent as well as established talent. So it's really a strategic thing around where we can make the most difference and where we can leverage the most effect for both for the BBC and the talent around the budget that we have.
Tolu Stedford
Makes sense. Makes sense. Thank you so much. Great. Great Intel. Thank you so much Claudia. Amy, same question to you. How does the development funding work and what exactly is it supporting?
Amy O’Hara
Unlike BFI, we don't have an application system, so we do ask that projects generally have a producer or agent attached and that's how they would come in to us. We do have a submissions inbox which is open if you don't have an agent or producer attached that you can submit projects to, which is film4submissions@channel4.co.uk. Normally, it would come in by a producer or an agent that can be at any stage. So, it could be a verbal pitch that we take in a meeting or an outline. It could be second, third, fourth draft. And similarly, if something lands on our desk kind of late on and we love the project and love the team and feel like the path to production is quite clear, we can come on board quite late. However, I think our preference is to be in the weeds with you as talent and kind of go on the journey of building a relationship with us as financiers. Because ideally, we'd love to be involved with you from earl and be in a part of your second feature, your third feature, and really have a relationship that we started early. So, yes, that can be, at any stage. I guess the traditional path, for instance, on a debut a path might be that we've seen your show and love it. And you have an idea for a feature? We've had a meeting. Either we've reached out to you because you love the project, or it's coming to us via your producer or agent. We talk about that feature idea. We love your creative track record. We're excited about your vision for the debut. and we might commission a treatment and a couple of drafts and kind of go on the development journey with you. And then obviously that's funded and that's a huge part of what we do. The exciting part of what our team loves to do is development. It’s our favourite thing.And then as it starts to sort of in your mind, solidify and move closer to production, we might share that with a wider team, which includes our distribution and PR partners, and everyone will be the project and we'll get the whole Film4 team behind that and then help you strategise about whether, you know, BFI feels like the best partner, which often it will be on our debuts. Or if it feels like you want to be speaking to Sophie and getting the sales agents involved. We help with all that strategising and supporting, particularly producers, through that initial journey on debuts. So yeah, that's how it works.
Tolu Stedford
And, just so because we're clearing out the distinction between feature and short, do you fund shorts and do you see that as a development route?
Amy O'Hara
Absolutely. I mean, hopefully some of you saw our brilliant Future Takes programme which we’re right in the the thick of now. A few of them have been shot and are in post-production and getting ready to think about their festival strategy. Some of them are still waiting to shoot. But that was actually Film4’s first open access call for shorts, which we haven't done in recent history. And that was really for people who already had a creative trackrecord in shorts or in theatre or music videos and other mediums. And that should have felt like a last step before their debut. So that was a larger budget than, say, network where you might go for your first or second short. None of those have really been like proof of concept for features, but it's a really brilliant. It's been a breeding ground for us to meet new talent we otherwise may not have met or come across. I think, crucially, to say it's been quite exciting to see directors team up with writers for that. We've had a lot of really interesting partnerships happen there. We support writer directors and writers and directors. That was something that's been brilliant as part of that programme to see people find chemistry and stories that they love and come together for that project. At the minute. I think that the will is absolutely there to do that again. We're just in the thick of the production of this round so there's no timeline for that just yet. but we'd love to do something like that again. And we also do fund a selection of shorts outside of that. But I guess similar to BBC, it's probably either we have your feature projecton on the slate and want to test something out, whether that's tone, genre, atmosphere. If that's something you're looking to do that you haven't before, or just working with more experienced HODs before your debut, and we can use it as sort of a professional development point of intervention from us. But I think Future Takes is a key shorts funding opportunity at the moment.
Tolu Stedford
Perfect. I think that's really important to kind of understand the distinction, especially between Lottery public funding and the broadcasters as well. In regards to shorts, really great. Thank you so much, Amy. Thank you. Thank you. Was it Erica next? Yes. So yours is slightly different or the same? Do you want to explain a little bit how you work with the kind of funding through script development?
Erica Motley
People generally apply online. There's a format that they use. It's usually producers with writers. So you don't have to have a director attached from the beginning. If it's a quite junior writer and they don't have a producer, we'll try to help partner them with someone. We do not fund shorts, but shorts can be a proof of concept. It can be used as an IP to build a long form. We actually really like that same thing with documentaries. We don't fund documentaries, but documentaries can be the IP source for a long form show. We do series, animation and film. We'll fund a script, a pitch deck and a sizzle, because we find that a short sizzle quite often helps sell. The primary thing is the team, you know, looking at their track record. And again, if they don't have a lot of credits, we try to partner them with someone who's more experienced. And then we look at the IP? What’s the source? Where did it come from? Is it an article, a book, a graphic novel. Our latest one was an art exhibit. So IP can come from almost anywhere. We focus on genre because we find it is more commercial and it has the potential to be 360 because we like projects that can become games. So in addition to really looking creatively the team and the package, we also think about who's going to buy this. It's why someone like Sophie at Bankside would be your best friend, because if Sophie says, I believe in this, these estimates can support the project, we're more likely to get involved. Knowing who your target audience is, knowing who your comparables are. I mean, it's something that filmmakers hate to say. Like, my film is special. There's nothing comparable is such the wrong answer. I mean, the reason people ask for comments, we’re trying to figure out what is the potential value and where can it fit. Who are you going to sell this to? So, I think that it's not that different from how public funding works in terms of the criteria that we look at. But the big difference is that we're pretty much limited to commercial genres. And, we definitely focus on return as part of our analysis.
Tolu Stedford
That makes a lot of sense, I guess for some people. What does the return mean, just so that we can just then use that term?
Erica Motley
It means two things. So the first thing that happens is if the film is made, we receive the development money back with a 25% premium on principal photography. And then we also receive a percentage of the back end net profit. So the return is paid in two ways. The initial funding is paid back on principal photography and then we take a percentage of the net profit because we look at it as this is development money it is the most risky. It's the hardest to get. So it should be the highest return compared to other types of financing.
Tolu Stedford
Right. I think that's really important for people to understand what these terms are. That's really exciting. So you exclusively work in the development stage? You wouldn't necessarily go into production.
Erica Motley
We don't fund production, but we do support. We think the funding is the beginning not the end. For example, on our first project, it was actually an animated series. We weren’t supposed to do animation, but it was something that we found on Kickstarter. We just thought the books were great, so we actually helped sell it to HBO. We brought in the studio partner for Lion Forge and we found the American writers and directors who were their partners. So it was a first time writer. He had written 10 books, but he hadn't written scripts. So we helped him package a team who were Emmy winners as well as a studio. Now he has a first book deal with the studio. The series sold to HBO and he worked on these projects for 10 years without any result until we found it. So a lot of it is supporting the package.
Tolu Stedford
Gosh, that gives me goosebumps. That's amazing. So it's not what the development is, the kind of all routes to making this a real game changing opportunity for the filmmaker.
Erica Motley
They also help them a lot with co-productions. You know, if we look at a project and where like, animation has great credits in Canada, can we find you a Canadian partner who can work with you. Or, you know, Africa is a very big focus for us. Is there a partner in Africa who can maybe do the animation for less and help bring authenticity to your project? So co-productions are also a big area that we look at even in terms of development.
Tolu Stedford
That's incredible. And are you looking for projects mainly about the global majority,or is this a broader approach that?
Erica Motley
It's global majority. We are still less than 5% of films directed by people of colour and less than 20% are women. So we think that's a huge opportunity because no one is focused specifically on that market. And we are. But there are a lot of stories that haven't been told. I mean, if we look at what happened in Scandinavia and in South Korea, we think Africa is next and there's a lot of potential throughout the continent to tell stories that we haven't seen. I mean, we've seen it a bit with Afrobeats music. There's a lot of soft power that comes from working directly with individuals in the country. And again, what we try to do is partner writers with either British writers and directors or American writers and directors or Canadian writers and directors if they are emerging talent.
Tolu Stedford
Perfect. And music to my ears, we’ll talk later. Amazing. Thank you so much, Erica. Thank you, thank you, thank you. Last but not least, Sophie, can you tell us because you've kind of got an eclectic. You're all the way from start to finish, so it'd be great for people to understand how your organisation works.
Sophie Green
Sure. So, obviously, our involvement in development is slightly different to the rest of the team. Obviously, we're not a funder or a commissioner. We're a private company. And predominantly we are a sales agent. And that's, you know, the core business. And normally we're looking at projects and partnering with you with that lens. But because we see ourselves as really creative partners, not just the business partners, when I'm acquiring something that we're going to represent for sales, we always come on at script stage. We like to come in really early and we work with the filmmakers to build the package in the same way the funders and commissioners would. And that would be across late stage development, on packaging with cast, on the budget and the finance plan, helping the team find the right tools of finance. You know, should this be something for the BBC? Is this more of a European co-production? Should we be setting it up elsewhere? How can we source money in other countries? Really navigating all of that. So, because we were doing that work and taking an executive producer-type role in addition to the traditional sales role that would be the festival strategy and the sales strategy, it was quite organic for us to then move into production and development ourselves. So we have our own in-house production development slate, which is much, much leaner. I mean, it's myself that heads up acquisitions and development. So there's only so much capacity. We want to make sure we give every project the love and care that it needs, so we don't want to overload the slate. So it really grew from that and to Erica's point, it feels really smart to have your market partner on board right from the offset. So, when you're developing a project, you're always thinking about route to production, route to audience, route to market place. You're not just developing it in a bubble with just the creative teams. You've got a creative partner that's also facing the market. So again, thinking about genre, thinking about what you know, the marketplace, what the buyers and audiences are looking for. You know, thinking about realistically, right, well, there's no point doing something that looks to be is going to be an eight to 10 million budget. But you're a debut filmmaker. So then we're going to need cast. But it's unlikely you're going to get cast. And so it's kind of all of those thinkings can come in right from the start. And so, as I said, it was kind of quite organic. For us, you know, you can come to us at different stages depending on your needs. But if it was more of a development partnership, you were looking for, we don't have rounds, we don't have funds as a private company. You just come to us and the considerations are for us. Do we believe it will have international theatrical potential? And that's the same when we're acquiring the sales. Also, as we're looking to develop something. Who's the filmmaker? How excited are we by them? What's their experience? Who's the writer? What's the package? You know, the same as same as everyone else, those considerations,are what we make. But for us, we're doing much fewer development opportunities, I'd say, just because of our capacity. But there is always that way in, and we can be really flexible with it. So I can fully finance development. I can match funds with the Film4 for BBC. I can come in late stage development. I mean, sometimes we've done this actually on a couple of BFI projects where they've done a couple of rounds in development with the BFI and then it's kind of got capped or we've wanted to bring in a new writer, but the BFI were already supporting that writer in a number of other projects. So then we said, okay, well we'll pay for that rewrite. So yeah, we can work in various ways on the development side.
Tolu Stedford
That's really interesting. I'm now thinking that there's so much interconnectivity between all of the agencies here. And I think what would be really good for our audience is to understand who do we go to first? Which way is the best way to go to the jigsaw puzzle? And if anybody wants to speak on that. Sophie.
Sophie Green
Well, yes. It depends what the need is. I mean, obviously development. You could speak to all of us at the same time. And it's really a matter of which one of us connects to the material, to the filmmakers. You know, that depends on who jumps in. And it might be if there was interest from two partners, there's no reason why we can't all work together. And sometimes, as Erica was saying, development is the riskiest money of them all because there's no guarantee that anything is actually going to ultimately get financed and made. So often it can be kind of sunk costs for everybody. So it's quite nice to have skin in the game and co-finance a development. It might give a BBC or a Film4 or BFI comfort that, actually, we've got a market partner who really believes in it. So let's split these costs and have a route to production together. So,there's always conversations that can be had. But yes, from a development point of view, you can come to any of us at the same time. Obviously, for me, when it comes to when you might want to attach a sales agent and be thinking about finance and production and market, I can come in a little bit, still very early, but later. Obviously after development but still at script.
Tolu Stedford
So you've got that bit more of a broader reach on how and when you can come in and how you can play a role from development all the way to production, to sales and distribution. This is great. And I've got loads more questions.I know one of the biggest questions that always comes to me is about the budgeting of the project. Do they need to have a full budget when they are coming to you for development? And what is the best way of approaching the budget? Are there any tips about putting together a budget for a film or development stage if that's separate to the actual production? So, that's a general question and I will actually add, in regards to them approaching you, because we can just go through each person and we can unpack this in regards to coming to approach you. What do they need to have in place before they come to approach you for development funding or going into production? What are the kind of materials that they need? Do they need the pitch deck? Do they need to have a logline? Do they need to have the beats of the story? And another part of that is if they don't haveva producer attached, can you help them? Can they still come to you? So I'm just amalgamating a lot of the questions together and then we can go around the room again and unpack it from your perspectives. Just so that we can make most of the time. So should we start with Mia, if that's okay?
Mia Bays
Sure. Just to point back to our website, we give a steer as to how to budget for development. And you can always ask. There's an email on there if you have specific questions or you need guidance on minimum, maximum asks, etc. And you don't have to have the production budget. An idea of it is helpful and somewhat realistic. That should be part of your overall plan. And to speak to what Sophie said earlier, if you're developing a feature and it's your first, how realistic is it? And if it's going to actually be a high budget and genre and effects heavy, is that realistic? We would ask all of those questions, but you don't need to. You only need a production budget when you're applying for production funding. And in terms of what you need attached for development, you just need a writer and a producer. You don't have to have a director attached. It can be a writer director, and will outline on the website what that covers and what the caps are.
Tolu Stedford
Perfect. And in regards to having additional funds with the BFI, is that an advantage or is that a disadvantage if you have got some funds in the pot already?
Mia Bays
It doesn't matter to us. That's not part of our criteria. So it can be helpful. And if there is a partner already attached, it just has to for - all Lottery funding - you have the evidence that you need us. If you've got all the funding, why are you coming to us? Do you really need us? Perhaps not. And, you know, just go back to the point. We don't work within a commissioner model. We don't take rights. We’re about cultural impact and Zeit Geist and about evidencing, changing the industry. Who makes the stories? Who tells stories? Who's in the frame? So we have a different road map to our decisions, basically. So you really need to strongly evidence need and if you can evidence that there are partners who just can't pay for x, y, z and that's why you're coming to us, then that's fine. But you don't need to.
Tolu Stedford
Okay. And how much development funding is available from the BFI?
Mia Bays
We don't have a cap. It really is, you need to evidence what you're spending it on, but that there are reasonable budgets. I mean, it could be between 25 for a treatment at the earliest stage. It could go into a 100 dependent if you've got a big book and it's a well-established writer and you're more advanced. So that's on average.
Tolu Stedford
And last question. Sorry, I'm just going to just like, amalgamate in so that we can go to the Q&A soon. In regards to them writing the grant application, is there anything that you're specifically looking for when you're looking and assessing grants or any tips that you can give? I know there's a lot on the website, to be fair, but, just from you, is there any kind of steer on a good application? A strong one?
Mia Bays
I mean, just on the point of application, we recognise that they are complicated and there is support if you have access requirements, there is support for that. And so that's really important that it is not possible for everyone to fill those in solo. So we do help. And in terms of tips, it's really about, again I said, evidencing need, the team, what story are you telling, why, and then we'll map that against all of our funding priorities, which is creative risk taking, equity, diversity and inclusion UK wide. The impact that this project could have. I.e. are you filling a gap in the market instead of bringing something that looks very like what we've done before? So yes, there's a whole range of criteria that we map against. And also, across all our funding we have a lot of applications. So we then are looking at everything together rather than each project by themselves.
Tolu Stedford
And last question in regards to some of you, the BFI are leading the way in the diversity, inclusion and environmental factors and building that in right from development. How important are those questions? Because I think sometimes people dismiss the weight of those questions in their application.
Mia Bays
You mean in terms of the strategic priorities? UK wide, environmental sustainability, which is also not just in the making, but in the story and yes, equity, diversity, inclusion are incredibly vital to us to evidence what you are doing to help move the dial on all of those areas. And that's very strongly emphasised in our criteria for what we're looking for. So yes, I would emphasise your answers to those questions.
Tolu Stedford
Perfect. Thank you so much. Amy, same to you. Just understanding how all of this works in regards to a broadcaster. Do they need to have a budget together for their development? And what exactly are you looking for when somebodys makes a submission through your link? For their projects, what exactly are you looking for and what kind of tips do you have for the materials that they need to have together before approaching you?
Amy O'Hara
Well, it's project dependent, but in terms of development, you don't need a production budget in place to be in development with us. Sometimes we're coming on to a verbal pitch or an outline, and before a script stage, it's not necessarily something you could even budget there. It's good to have in mind, certainly if this will be your debut, the kind of constraints with debut funding. There's a cap often for debut funding. Is it achievable based on what you've done before and the other partners we'd need to work with to make that debut happen? Similar to BBC, we don't fully finance anything. We always need a partner on board. We don’t want you to be limited by that in your idea. It's just being mindful that if it's Marvel-level, VFX and action sequence, how are we going to fund that? We need to bring other people on board. Keeping that in the back of your mind through development is useful. For the producers in the room, that's something they'll be mindful of too. For development, something that's helpful is our production team negotiates the development deal, and then the project moves to business affairs. Something that’s really helpful for you as filmmakers, but also producers, is to have in mind what you think your need will be through the development beyond the writing. Do you think you'll need a script editor? That should be budgeted. Is there a research trip you need to do, or materials you would need to build into that development budget? Are you thinking about co-writers or other collaborators you want to bring on board to the project? That should go into the development budget so you're covered and we can draw that down as and when you need, through the process. You don't have to have that in place. For producers, it's helpful to think about those things and what you might need as the project progresses. In terms of material, it really does depend. Someone might send us a script that we love, and even if that's just a writer, you don't have to have a director attached. We work in development solely with writers who have producers on board. You might have sent us a one-page outline, and then we'll commission a draft off the back of that and work with you there. It might be a pitch deck. It might be a very visual deck. You might be a writer who has a brilliant idea and wants to work with a writer. If we love that idea and love your previous work, we might help you make some of those collaborations and introductions and bring a writer on board. It is project dependent because we join at any stage. It's just about us connecting to the material, your vision for it, and you as a filmmaker. We believe in the journey you want to go on with that project, however you choose to present that, to convey what the film will be.
Tolu Stedford
That's great. And I guess what's really helpful is to define the different spaces and the different tastes that projects would sit best with. What would you say for Film4 is the current appetite for projects that you're really interested in or looking for?
Amy O'Hara
That's a great question. People often ask why Film4 or BBC and who should we go to? Of course, there's overlap because both institutions want to work with the most exciting UK talent across the country. So particularly in the debut space, there will be overlap, but I think for us, in terms of what we're actively looking for, the market is as Sophie mentioned. And Erica, there's a genre and appetite for those films that seem to be connecting with audiences, whether in cinema or on streaming services. We always want to commission projects that will find a place in cinema. We believe in cinema and think it's important to find ways to bring people back there. We'd love to find genre. But that's not to say we're not looking for drama either. So if drama is your bag, don't think you need to pivot. A personal thing, I would love to find more British comedy. That's something I'd be really excited to find, like cinematic comedy. I think TV does it excellently. I would love to find more of that. That might find a way to reach audiences in cinemas. I think we'd love to find things that are connecting to young audiences. As Mia said, zeitgeisty things that feel topical, rich, and current that young people are talking about would be really exciting to us. But to be honest, nothing is off the table. We're never going to not look at something because of that. We just always have to look at the balance of our slate. Both in terms of diversity, as Mia was speaking to, and what else we have that feels on a parallel journey in development, we're always mindful of the slate overall and what gaps we have there.
Tolu Stedford
That makes sense. Also, do you do animation and docs at Film4?
Amy O'Hara
We do. It's less a part of the slate because historically it's not, certainly animation, we haven't done a great deal of. That's not to say we wouldn't, and we actually do have some animation projects in development. Similarly to docs, like Asif Kapadia’s new doc 2073, we're working on right now. For us, we're specifically looking for docs that feel cinematic. So why would people go to the cinema for that documentary rather than watch it on Netflix or on TV? So that's just something to have in mind. If you want to pitch a doc to us, is it cinematic and urgent? Those are the sort of documentaries we're looking for. But yes, we do both and can do both.
Tolu Stedford
Perfect. And I know the question on everybody's lips, which I asked Mia as well, is how much is available for development?
Amy O'Hara
We don't have a specific development part. We have our annual funding which is £22.5 million for 2024, which is roughly in line with recent years. It's not like an application process where X amount gets applied for and then it's gone. That budget is there across development and production. There's no cap. We have precedents in terms of development, but it's an annual budget that works across the whole slate. It's not a specific part that you're tapping into. And we love development and are open for development. The door is open.
Tolu Stedford
Thank you so much, Amy. Over to you, Claudia. Similar questions really?
Claudia Yusef
Certainly, we don't need a production budget for the film when you come in for development. We will put together a development budget in the course of bringing something onto our slate. We have a whole production team who will help support people through that process. If they haven't been through it before with templates and ideas as to caps, etc. My advice, if you are a new producer and you're working with any one of these institutions, is to use the expertise at your disposal as much as possible, because there is such historical, institutional knowledge. There are people who work in the production team who've been across 10 billion films over the past 20 years and have seen it all, both at the BFI and Film4 and BBC. Be as honest as you can about what you don't know in that process and seek help where you can. There's no stupid question. It's better to talk about it early on and feel like you're walking through a process, not understanding it, and then walk yourself into problems. What we need to come onto a project is project specific, but it is all about us seeing a way through to production. We don't have enough money to spread bet and take loads and loads of projects. If we bring something onto the slate, there is a desire to get it made. So feeling like we know what the elements are that are going to get it there, which means producer. It doesn't necessarily mean director but a sort of idea as to who that might be, is probably quite useful or what kind of film it's going to be. Often, it's easier to understand when you have an idea of who the director is going to be. We can help people find those producers, but we would do that before it properly came onto the slate because we think that person is crucial to making sure the film actually goes into production. In terms of what we're looking for, it is changeable because it is based on the gaps in our slate. We're constantly looking for things that fill gaps. We don't have loads of comedy. We made Rye Lane and we'll make another film with Raine, and there are people who we want to keep making things with, but that stuff doesn't always land on our slate. We really have to build it from the ground up. Personally, I feel like there must be a way to make sci-fi on an independent film budget level. That never gets pitched. Or if it does, it's always dystopian future, near-future sci-fi. I love space. I'm really into the idea that you can make it. In terms of other things we are actively looking for, we have a lot of first and second films. There are people who we made first films with who are now making second films with us. We are always looking for material in that space. Especially with the new tax credit in the higher budget end of our slate, I think that has been historically challenging. I'm excited that this shift might make it easier to finance some of those films in the £5 to £15 million bracket. We want to make the most of that opportunity at that end of the slate. What are those audience-facing, exciting films with the filmmakers that we've been building up over the past five years who are ready to step onto those bigger features?
Tolu Stedford
That's really helpful. Do you also cover animation? Do you work across animation and docs for your films?
Claudia Yusef
We don't tend to do animation. It's not a skill set that our team is built around. I would never say never. We also don't tend to do children's; that sits in a separate section. Docs, yes, we will do if it makes sense for us to do it because of a relationship, like we did Andrea Arnold's Cow. But generally, docs go through Storyville because Storyville is the BBC's feature filmmaking. If it makes sense for them to do it, then we wouldn't.
Tolu Stedford
Thank you, Claudia. Erica, over to you.
Erica Motley
Like everyone else, we don't need an actual production budget, but we need to have a range of what you think the budget will be. The development budget needs to be complete. It should be the writer's fees, the option fees. If you need a script editor, if you need a research trip, if you need to have someone prepare a budget for you. Think through it because it's really difficult to come back and ask for more money. It's better for it to be complete the first time. A lot of people think, oh, if I ask for less, it's better. It's not. It’s better that it’s complete. Ask for what you need. We can compare it to other budgets that we've seen. If you're a new writer and your fees are the same as a very experienced writer, that doesn't make sense to us. We see in the projects that we have a sense, if you don't know what those numbers should be, you should talk to your agent or manager. They should be able to help you based on other projects they've done to explain to you what those numbers look like. It's good to have a mini pitch. What I mean by that is writers hate doing this because it's not fun to write pitches, but it's super important because it's your voice. It's one thing to say, I want to buy this graphic novel. I want to buy this book. We need to know your take on it. How is it different from how someone else has done it and what will you bring to the project? You don't have to have a director, but you should know which directors you're going to approach. You should know where it's going to live. I think this is a network show because... or I think this is a theatrical because... Give us some reasons why you think this will work in those spaces. The development budget is very important because you want to be able to get to pitch. We want you to have a strong enough package that you could pitch to several people at one time because that's the most likely way to have the best result. Everything else, we can create a production budget during the development time. We can help you find the rest of your package, but you need to give some thought to where this project is going to live commercially and what your specific voice is, what your take is on the project.
Tolu Stedford
Really great. Very concise. Thank you, Erica. Sophie, for you.
Sophie Green
If you're coming to us with a development ask, yes, we want to see what that development budget looks like. What fees we're talking about. It really varies. Our capacity is limited. I am not sourcing IP myself. I'm not reading books or covering that material. I rely on my producer relationships. When we come on as a development partner, we'd also be a co-producer and we would be truly producing it with you, creatively collaborating together. We're not the physical boots on the ground producers. It makes a lot of sense where the lead individual producers have maybe found a spec script from a writer-director that they're excited about, or there's a book they want to option with the writer they want to do it with, or a piece of talent that wants to do it. They come to us with some shape of something already. If we respond to the material, like the others have said, we'd partner, and they're already there to be the lead individual on the ground producers, and we're their producer partner back at home. When things are coming to us for a sales agent, they're more advanced. It might be late stage development, early pre-production, where we would want to see a sense of the budget. We would work with the filmmakers on that finance plan, on packaging with cast, looking at sales estimates, making sure all of those numbers make sense. The minute you have one piece of cast, you lose that piece of cast. Everything does a bit of this. If you're coming to us for sales and finance and it's a bit further down the process, yes, we are looking for production budgets at that stage, but they can all be a work in progress, back of a napkin kind of plan. We would do all of that together. It doesn't have to be fully formed. Everything is very case by case. We might want to help you cast it together. Another time, we might say come back when it's cast. It really depends. Each project has different individual needs. Same with the teams, in terms of when something comes to you. It might be that you've got capacity. It might be that we've got three other films that are similar. You don't want to be competing with yourself on your own slate. All of those things come into play when we're looking at development and acquisitions. I'm sure that's the same for everyone.
Tolu Stedford
That makes sense. Do you work across documentary and animation as well?
Sophie Green
No. What Claudia said about skill set, yes. We've tried, we've done a couple of docs, and we haven't been able to thread that needle of having a theatrical documentary. That's what we're focused on. Films that have international theatrical potential. Why would it not be on Netflix or on TV? We've tried in the past and haven't cracked that nut. Same with animation. We're holding our hands up to say this is not our area of expertise. Generally, we're not focused on the doc or animation space. We don't do shorts either.
Tolu Stedford
That's great. Is there a particular appetite for films that you're looking for or would like to see?
Sophie Green
We generally have no genre specificity, language barrier, or budget limitation. It comes down to the filmmaker, the material, how we respond, how passionate we are. Do we think we can be meaningful partners? That's a big consideration because we might love something but not feel that we're the best sales agent for the project or whatever it might be. The market is sitting in two strong spaces at the moment: escapism. Genres really working, whether that's sitting on the edge of your chair in a thriller or a horror or taking you to another world out in space. It's that true otherworldly escapism. On the other side, it's escapism in a different way. It's feel-good, life-affirming, positive messaging, joyous. We've seen that with a lot of the British films that have had great success recently with Scrapper and Brian and Charles and films like Everybody's Talking About Jamie. Films that really uplift. There's a real aversion to straight drama that feels too reflective. If it feels too bleak or harrowing, they are struggling. Not that they don't work and find an audience ultimately, but if we're trying to pre-sell something in the marketplace or if you need to try and get independent finance for it, then they are challenging. At the moment, the market is looking for entertainment.
Tolu Stedford
That makes complete sense and very, very crucial for people to understand where their projects sit. Now we've literally, I don't know, Mel, if we can fit in a couple of questions? I'm reading the questions and I think a lot of them have been answered. So, I'm just going to answer a couple if that's okay until somebody tells me not to. This is an anonymous attendee. It might be a silly question, but what are the best ways to get a feature film sold to a distributor? Are privately financed films a possible route, or are projects that go through development funds more likely to get attached to a distributor? Thanks in advance.
Sophie Green
It doesn't matter where the money's come from. It's about the quality of the film. Ultimately, that's how you're going to get your films sold to distributors. It's about the talent. It's about the package. It's about the filmmaker. Ultimately, it comes down to whether it's a good film or not. Of course, when we're selling a film to buyers, there are different stages, depending on how you're trying to get the film financed. If you have a gap in your finance plan, so we're having to pre-sell it, taking it to the market at script stage, it's all about the package. It's all about cast, cast, cast, cast, very frustratingly. This is the bane of my life at the moment, but I'm sure everyone's feeling that pain. If it's been fully financed, and I have a number of films with BFI, Film4, BBC in this space, a lot of debuts we're all working on together, and they've been financed very contained with the funding agencies, tax credits, lower budgets, sub £3 million, for those ones, we're not even showing them to the marketplace until we hopefully have a gorgeous festival premiere. So we start teasing the buyers with it, talking about it, and getting them excited. Then you want to show it when it's in all its glory when it's finished. Whether they're going to buy it or not really comes down to the quality of the film. If you're looking at traditional theatrical buyers, what's the reason that film is going to get audiences to the cinema? That's what they're looking for. It doesn't matter where the money's come from or how the film got itself financed. In terms of who's going to buy it, it ultimately comes down to how good it is.
Tolu Stedford
Great, thank you, Sophie. We've got another question from Fran. Open to the panel. Would you be open to international co-productions? I'm a German filmmaker based in Leeds and have lived in the UK for eight years. I'm currently working on a script for my first feature. Part of it is in English and set in the UK, and part of it is in German and set in Germany.
Mia Bays
We have two funds, Global Screen Fund, as well as the BFI. There are two different parts you can apply to. You have to decide which one you want. If you're a minority co-production, you're more likely to go towards the Global Screen Fund. If you're majority UK, you come to us. We fund a sizable number of co-productions. For instance, we did a film called Sebastian, which is a second feature, and that was premiered at Sundance this year. That's a UK-Finnish co-production. That is a Finnish filmmaker who's UK-based. You have to be a UK resident for us or have culturally relevant impact within the UK. That's not a hard line. There are two different funds for us. We've just done a UK-Nigerian co-production. We've got another one set to go later this year. We've done two UK-Indian co-productions. None of them are in English, so we're not bound in any way to the English language.
Tolu Stedford
Do you want to, while you're speaking, talk a little bit about the Challenge Fund?
Mia Bays
Yes. I wanted to flag that there are going to be a number of other new gatekeepers for development funding via labs soon. Tolu, you are one of them. You're running a lab specifically for global majority stories and talent. We have the Global Creative Challenge Fund, which we just announced a few weeks ago. We've awarded eight labs: Crossover Labs for Immersive Fiction, 104 for non-able-bodied and non-neurotypical creatives and stories, No Funny Business specifically about comedy, Sheffield DocFest's Queer Docs Development Lab, Glasgow Film Theatre's comedy lab connecting to the fringe, yours called The Residency, Film Constellation's new UK Next Wave Lab specifically about co-productions and building bridges between countries, Trans On Screen, The Dark Room, and Screen South's XR lab. Those will all launch soon, and everyone here can apply to them directly. Be part of the creative development process to expand your creative practice and your project, and you get paid to be on it by them. That is another new source of development funding that will be nothing to do with us. We delegate the running of those labs and the selection of projects and talent to you all. I wanted to flag those that they will be coming soon.
Amy O'Hara
While we're talking about labs, we have one open. I think it's worth mentioning. We have a genre lab that we're running in conjunction with New Writing North. If you're a writer or writer-director based in the north of England, you can apply with a genre idea, and there's a residential. You'll get support from the New Writing North team as well as producers to develop a pitch deck, which you can then pitch to Film4. We'll be involved in the shortlisting process. We'll team you up with a production company in the northeast of England, but also have exec producers across the country who'll be supporting that. At the minute, it's just if you're based in the North. But I wanted to flag that as an opportunity that is live right now. We'll be hoping to do more of these across the country in due course.
Tolu Stedford
Really great. Really important. There are other routes for getting into those development funds. These labs are really great because they give you an infrastructure to support you as a talent in a 360 way, looking at you and your personal development as well as your project development and creation. Check them out. Amy's one is already live, so go and check that out. I think Amy's put it in the chat. My one will be starting, applications will be open in two weeks, so just take a look, keep a lookout on all of these other routes that you have to get your projects up and running and also yourself in that development space, making sure that your project and you personally are ready to take up all of those opportunities. I'll go back to the questions if I can and get a few more of these done. I know we're running over slightly, but I'm just conscious that I want to give as many as we can. So if we can give another 10 minutes, is that okay, ScreenSkills and Melanie?
Melanie Iredale
Yes, fine by me. But I think as Melanie's about to jump in and say...
Melanie Iredale
I don't think so. I'm so sorry. I'm so sorry.
Emma Turner
No worries. Not for me. I'm just going to jump in. Yes. Thank you, everyone. Tolu, to all the speakers, everyone for your questions and everyone for joining.
The second session, Demystifying legal, covered how to set up a deal and secure the rights you need, from how to option a book or screenplay, through to what’s involved in a writers, development or contributor agreement and at what stage to bring in a lawyer.
The panel included:
- Ana Santos, Head of Legal & Business Affairs at Bankside Films
- Suzanne Alizart, Head of Business Affairs at Doc Society
- Fi Tudur, Senior Associate at Lee & Thompson
- Fozia O’Dowd, producer (moderator)
Read the FAQs created in response to the Q&A session during the webinar.
Watch the video or read the transcript below.
Melanie Iredale
I want to introduce you to this afternoon’s moderator; producer, Filmonomics alumni which is the training program that we run with ScreenSkills Film Skills Fund and trustee of Reclaim the Frame, Fozia O’Dowd. So thank you Fozia for moderating this afternoon’s session and over to you, thanks again everyone for joining.
Fozia O’Dowd
Thank you so much Melanie for that lovely intro. Hi everyone I’m Fozia, welcome to this afternoon’s Demystifying Legals in Film. This afternoon, as Melanie said, is structured a little bit differently from this morning and I really think if you haven’t got them handy, run and get your notebooks and pens, there’s going to be lots of takeaways for you to go back to and our panelists will be working off of their slides so lots of information will be shared from them all afterwards so I’m going to kick off by introducing Suzanne Alizart.
Suzanne is Head of Business and Legal Affairs at Doc Society. Suzanne started working in film last century after being trained by intermedia Film and Video in Nottingham. Having delivered some short films and a baby, she moved into film and creative industries policy, development and funding. She contributed to the establishment of regional Lottery distributor EM Media where she worked for for a decade, eventually leading on business legal across the slate. Since then Suzanne spent some time at Film Cymru and retrained as a solicitor before working at the University of Leicester for five years on academic research contracts alongside supporting SMEs to understand and manage their intellectual property assets so really looking forward to hearing from you Suzanne.
After Suzanne, we’re going to hear from Fi Tudur. Fi is a senior associate at Lee & Thompson, she’s a senior associate of Film & Television group and advises on all matters related to development, production, finance and distribution of film and TV production. Fi’s going to talk first mostly on production and contracting. We’re going to have a break and come back and speak with Anna but I think I’m just gonna go straight to Suszanne now and we’ll do Anna’s introduction after our break so it’s nice and fresh in your heads. Over to you Suzanne.
Suzanne Alizart
Great. Thank you very much for the introduction and hello to all of you I am very much taking the approach with the slides that you’re about to see of trying to share some concepts and ways of thinking rather than some documents and the technical detail which I think my colleague Fi will actually be sharing with you in the next presentation if that’s what you’re after so what you’re getting first with me, and thank you very much for the introduction, you know a little bit more about me and what I do and also about why I have short grey hair because I’ve been working for quite some time and yes, you get grey hair. I think it’s distinguished. I also am wearing a dark top and I’m against a blurred background. We’re going to start this session if we can go to the next slide please Cristina who’s running the slides, with what I was meant to be talking about which was optioning considerations when starting a project, development, what to expect and the importance of getting deal terms right for you, financing and what is needed for the package and when is the right time to start conversations. That’s what we were going to talk about and we are going to cover those things but what I would like to focus on is language, key concepts and the underpinnings of key agreements that you come across during the development of a feature film project.
I’ll be talking about fiction and documentary; clearly I work for Doc Society so documentary is important to me and that’s what we work on in the organization but I have worked in fiction a lot as well. So my experience is that talking and clarifying language is one of the things that we need to do when we’re talking, trying to demystify anything and legal work in particular. As Fozia said, I came to legal work later in life and the main thing I felt like I was doing was learning a completely new language. So I think there’s something really useful in spending a little bit of time going over some key words.
Intellectual property, those are rights arising from the products of an individual's creation, including copyright, trademarks, patents, design rights. It's a broad umbrella term, and it covers all of those things. When we talk about packaging in film, we're talking about how we bring the different elements together that make up a project that is interest to financiers. So it covers the subject matter, informs the treatment or the script, the cast that you're attaching to that, the talent that you bring in terms of crew, and the rights as a whole that you're bringing together finances to look at.
When we talk about reversion, we're talking about rights that are returned automatically, in some cases, to their author or owner after a set period of time.
When we're talking about closing finance, we're talking about when all the finance for a film necessary to make it is in place and signed off, and all the agreements are signed off. You might have heard some or all of those already, and if you click again, Christina, you'll unveil some more. If you have your bingo card ready, you might, you might already be getting close to a full house.
You will have heard, probably, of chain of title, and what that means is the chain of documentation that demonstrates that you have the right to make a project, to put it into motion. You might have heard of turnaround of financier stepping away from a project and returning the rights that they had secured back to producers, for producers to go off and take somewhere else to be financed. You might have heard of a long form agreement. See opposite of a short form predictably. So very often, people work on shorter form agreements and agree terms, and then they work through a much longer form agreement with lots of what's known as boilerplate, lots of terms that are included in many agreements, and then make an appearance in a very long form agreement. It's very common for agreements to run to 20-30, pages. It happens.
Moral rights may be something that you've come across or heard about, which are rights that are attached to a piece of work and attached to the author, and the author's right to be recognised as the author of that piece of work, and to have also the right to not have the work discouraged later in its life. And all of these form a jumble. So you get you've heard about copyright, you'd know what copyright is. I presume when it arises, when an individual, an organisation, an individual creates a work, and applies to the work if it's regarded as original and exhibits a degree of labour skill or judgement. It's in place for 70 years at the likely author's lifetime, and 70 years after death or the end of the licence before it goes into public domain.
Ownership is a concept we're all familiar with. Ownership applies to intellectual property, because it is property. So ownership is an important concept as well. When we talk about these things, the Deal Memo is the short version of the long form, and often collates those the commercial terms that you've agreed.
A morality clause is often something that not to be confused with moral rights. They're different things. Morality clause has something to do with actors and cast when you want them to be engaged in a project. You want to make sure that your actors behave appropriately, and want to have the right to fire them if they don't, which makes sense more often than we would like to.
And the last on my bingo card is the option. What's an option? It's the right, but not the obligation, to be able to adapt a work which is subject to copyright into a different format, or to extend it, or to deal with it in commercial terms. And there's a piece of paper that you can sign up to, and you have the right and not the obligation with an option for a certain amount of time, and you can have an option, and you can then have the right to exercise that option later on in the process.
You can take part in shopping deals, which are very light touch agreements, which mean that you can take your project around in the financial marketplace and work out whether there is any appetite financially to support that Project or not, and you've agreed with the author that you have the right to do that, you deal with agents in development a lot, because they will be dealing either with authors intellectual property directly in their copyright, or you'll be dealing with agents who are representing cast or you're dealing with agents because they're representing, in fact, crew members that you want to work with as well.
And the tax credit is one of those financial things that you deal with, and you have to think about, even at development stage, even though you may not think it applies, or you're not going to have any expenditure, that it's going to be eligible to be able to get a refund.
So this is a jumble. This is like a word salad of things that we come across, and we hear about a lot, and we talk about. It's important to ascertain when you're in conversation with people, that you're in fact, talking about the same thing. And that's often what lawyers do, is they kind of interpret what you're talking about and what you want to achieve, and put it in words that everybody has a similar understanding of which is also why you see in all agreements a section with definitions, so sections that we don't read, along with the little tiny bits at the end that look the same in every agreement, they are actually fundamental.
Definitions are the things that tell you that you are, in fact, having the right conversation with the right person about the right item. So the other thing I think is worth talking about before we actually get started, as a warm up some of the key concepts that pertain to this area of work. So intellectual property is and what we need to understand together, it is property. It can be sold, borrowed, loaned, stolen and returned in the same way that any other property can. Also it's very useful to understand that there's no property in a concept, only in its execution, in its realisation. So you can dream up something overnight. Until you write it down or you treat it then it becomes a piece of writing, it doesn't have any rights attached to it. So nobody can copy something just because you thought of it first. You may have thought of it first, but you need to execute it and make it into a piece of work that is then subject to copy and can be copied before it attracts any form of right.
The other thing that's important to think about is that legal agreements are a reflection of real life relationships. They're reflections about how we want to deal with something, and so relationships are very often at the heart or underpin legal agreements. Relationships are the things that lead you to be able to have a legal agreement, and they're really, really important, particularly in the film industry. But legals, once they're in place, are more important sometimes than friendships. You have to also be aware that relationships, and I'm sure we all know this, relationships in the creative industries are fundamental. They're not all friendships and the legal framework offers us the opportunity to have those conversations that set out how we do business together.
It's especially important at development stage, we spend a lot of time talking to each other about ideas about how we're going to treat a project. We all build those relationships very closely. It's important to understand that a contract is an agreement between parties about an object or relationship. So the contract is a reflection of that relationship in relation to a third object. And once you understand that it's fundamental, because it changes how you see a contract and how you see a relationship with lawyers as well, and how you see your relationship of developing a project as a whole.
The other important thing in development at phase, whether that's at documentary or in fiction, is what you're actually building, is the exclusivity and the rarity of the project. The singularity of the project, is what you're building up through the development phase. So exclusivity of access to talent or protagonist is the thing, one of the things that drives the value of your project up, and that includes, of course, the creative team that's behind the project.
And the final thing that's also really useful to understand is that cost and value are different things. You may put a price on some things that may be different to the actual value it has to you, understanding things that are of value to you and to the project will help you cost them appropriately, and will help you build the confidence you have in how you cost something.
So then I wanted to just set the scene before we actually go into some of the more practical side. Of what the foothills of a film project look like. Because from what we've just spoken about, you know that we're still at the idea stage, and actually we need to execute something. We need to have something in hand in order to be able to develop something of worth for somebody else to put money into it. So we need an idea, a script or a treatment, because that's the only thing we can sell, not just the idea. And so what I set out here some key questions for us to think about and for yourself to think about when you're when we're at development stage. Who owns the right to the script or the treatment. Is it the author? Is it a publisher? Is it a novel? Is it an estate? Has it been written for film? Is it something that can be adapted? How much will that cost, and that will depend on who you get to write it, and how exclusive that relationship is, how notorious somebody is already what their agent estimates their value to be.
And this is a point where I have to disappoint all of you and say I don't have fixed answers, because those are the questions and they are the thing that actually will make you get it right. Assuming there's a right way to do something, and there's only one way to do something, is not the way forward.
You have to work out what is going to work for your project. For example, you may want to keep the rights for a certain amount of time, but for no longer. That will frame how long you might want an option for, and how long you might want to ask of the publisher for the rights to a story that they've published, or an author to the rights that they have. What happens if this goes wrong? You know, if you have to leave the project and you can't take any further. How does everybody walk away happily? How does everybody work together if it goes right, more importantly, and actually, you discover there's a huge appetite for the project, and people are really interested in developing this idea into a feature film. What does that mean for the people who've participated so far? Do they still have a stake in it? At what cost? Do the writers stay engaged? Do you have the right to bring anybody, any another writer on? Are the key protagonists or your participants still really excited about taking on this project, once you've - this may be one or two years down the line? Are they still into it?
How do we make sure all of this is catered for, and the place you cater for these things are the agreements, and this is why we want agreements in place between the producer and the author or the writer to demonstrate the right of the producer or production company to make the film. That's why you want an option in place, potentially with a publisher or with an author directly to make a film of what their written piece of work might be.
You want a writer's agreement that's in line with the main writing agreement terms that you'll find in the UK, in the Writers Guild, for example, who have set out their terms and their industry terms and preferred ways of working. And if you're not going to abide by those, why? And what are you going to be offering that's different? It may be that you have a really good friend who writes really well and who writes really well, really well for film, or that's great if you're going to treat them differently to the industry standard, there's got to be something in it for them, and there's got to be something in it for you. Again, we're back to the point that agreements are there to reflect the relationship you have in relation to this project. So if you set those boundaries and you have those transparent conversations, you will have agreements that will sustain your project over the long term.
Development is one of the longest phases of project building, and it is because it takes a long time to get these things right. It can take a long time to discuss positions with an agent. It can take a long time to discuss options with authors. It can take a long time to secure participation from protagonists or participants in documentary filmmaking, for example, because it's about trust fundamentally. And if you can then convert that trust into an agreement that people are signed up to - literally - then you have a solid foundation to work on. And this is also I've just put in here why I don't generally like working with templates, because templates off the internet are the places that you find agreements that were really good for someone else or for somebody else's project or not for film. So unless the templates that have been given to you with an understanding of the project that you're working on, then I would be careful. I know Fi may use some templates in the production pack that she might refer to, and they are particularly tailored and particularly useful. That is not the case of something you're just going to randomly find out there. So this is my little bid for do use lawyers. They are useful people, really, not just people who are there to take your money.
Once you have the materials, we assume that we've been successful in securing the script, the agreement, the treatment, once you have the materials that demonstrate the ownership to the right to exploit the film, you can either make it yourself or take it to partners to help raise money to develop it into fully realised film. Companies usually raise financial development funds and then set up another production company, a special purpose vehicle to produce them. And there's loads of reasons for that, one of them being they're usually more than production one production financiers, whereas development can be carried out by one company more than financier. But the point is, you have to identify which production company is going to be dealing after the project at this moment in time. And if your production company has track records of looking after projects over time, is it investing its own resources in the film? How's it mitigating risk for financiers? Is there more than one company involved? If so, why? Who will do what? Who's the main production company? Is it incurring costs? How much will each be paid? What is each company providing in terms of services, access or equipment?
Those are all questions that you need to think about again, if you're working with partners, or indeed, if you've been developing a project yourself, and then somebody else is coming in at the point of production. In particular, when you're working with multiple companies across territories, you want to think about at development stage whether the film will qualify as a British film, either because it passes the cultural test, or because it's a co-production. It's too late to do that once you've started shooting, or once you've actually started spending money. You can do it retrospectively. It's a real challenge, and particularly in documentary, it can really fall over quite quickly, specifically because at the moment, in particular, the certifying film is British, as a co-production needs to happen, I think, three or four weeks ahead at least of principal photography taking place. So it's a complex area. It's when you need to think about an... not only in terms of sharing ownership and sharing revenues, if any, but also in terms of technical, how do we make this work? And specific guidance can be helpful here, as well, in terms of spend or nationality of crew or allocation of spend, and allocation of work to be done as well.
The other thing that you need to think about is what happens if companies fall out with each other or with the key talent? What if participants want to share the proceeds? What if they withdraw consent again? Agreements are in place at this point to demonstrate how the producers intend to make the film and share any revenue. And that's the point. This is a different chunk of agreements, where you're looking at co-production agreements, producer agreements, director agreements and/or executive producer agreements being in place. They also are part of the chain of title that you will be demonstrating to your financiers is in place ahead of any finance coming to you.
So if we start talking about financiers. And this is all leading to a point. This is leading to the point of people actually giving you some money to finance your project. Bear in mind, this is your project. You've been working on by this point for about six months to a year, if not more, so ahead of approaching them, you might want to check. In fiction, sometimes you might want to approach them only once you have some talent on board or confirmed access to participants to give them confidence that actually they're making, that you're making a project they want to support and they're interested in. You might also want to check to see when they consider projects a lot of financiers will tell you and why you're approaching them for finance, specifically at this stage, because development money is high risk money. It's the highest risk money. You put money in, essentially to something that doesn't yet exist. You have some elements of the puzzle, but literally, you've got a few of the corners in place. The whole of the middle of the puzzle is empty at this point, and you're asking somebody to put in a chunk of money to say, "Yeah, I'll yeah, I'll put Yeah. Here you are. Have six months, have a year, have 12 months, or, you know, have two years to go and put some more pieces of the puzzle in place before we put the main picture together".
So financiers don't do it for nothing, and generally, they want some things in return. And they want a share of all of the copyrighted security until principal photography begins, which essentially means that they have a guarantee that you as producers will carry the development forward. They generally want approvals over writing, cast and crewing, other financiers and timing, because they want to know that they have the ability to control how the ship is going. They want their money back and a premium, and sometimes a percentage of net profits as well. And how much that is, and how that breakout works, depends on the financier, depends on the time of year, depends on if it's this year next year two years ago. Those will change. They are commercial terms. They want guarantees that you have the rights you say you have. They'll have a look at the the chain of title or the agreements we've mentioned already, and they'll ask you to warrant that you have the rights too. So you need to be confident you have them, and if you don't be honest, and there are things that can be done in finances can help you secure some of the rights you may not have completely signed off and then placed at the point of applying. They might sometimes want the option to invest in the production of the film for a bigger share of profit. They want confidence that the talents are going to make it work. And they want the right to walk away.
So that's what the financiers want. Now you know what you you need to think about, what you need to protect, which is the right to reimburse the financier and walk away. We're back to our terms about reversion and turnaround. So you might find that actually, this development with this financier is not working, or with particular cast member you completely disagree on, well, give them their money back and walk away and carry on and do this something else in a different way. You want the right, really, to subject to their approval, to change the writer or the director or the cast, because things don't stay the same. This is especially true in documentary as well.
You need the flexibility to be able to move the project around and know that the financier is some. Or an organisation that can stay with you through those changes. You want the right to raise other funds, and you want to understand from your financier who else they would be happy with, or, more importantly, who they would not be happy with. I know at Doc Society, for example, often we put other funders through our own due diligence questions, because there are some people we do not want to fund alongside. You want to protect your relationship with the talent, and that's a very broad term: participants, cast, crew, or the people that you work with and your relationships. You want to protect those. You want to protect your participants, security and well being. In the case of documentary, I would like to extend that to fiction as well.
So you need to have the freedom, and often, financiers will ask you to sign up to codes of conduct as part of their development agreements or their investment agreements. Those are things that are worth signing up to. You want to protect your fees for doing the work - that's real money - and you notice that your share of net profits is not on this list, because you'll definitely be able to include your fees and development budgets, even if sometimes you defer them. That's a choice and financiers may or may not agree. But net profits is something you may never see. So I wouldn't necessarily make protecting your share of net profits a huge top priority on this list, although it's something that you will want to think about as well.
And finally, I'd say what you want to protect in development is your vision for the project, because that is what people are interested in supporting as well. That's why they put money in the first place. So keep hold of that very closely. Otherwise, in anecdotal terms, we know that development is difficult and it's fraught with decision making constantly in the dark. Development is basically about making decisions, not knowing what tomorrow is going to look like. And you have to make those decisions and then feel confident about the decisions that you made. It for the right reasons, because agreements with agents can take months, and then talent finds something else in the way, in the schedule, and they walk away from your project. Writer can turn in terrible drafts. Producers walk away. You get notes from four different people in three different languages and five different partners, and trying to make sense of them is going to take more than a couple of months.
Tax Credit legislation can change halfway through whilst you're halfway through closing, for example, as it just did, there's all sorts of things can go wrong. So the things that you need to do to help yourself, you need to understand the time you take now to build the foundations of your project will pay off when it comes to closing production finance and embarking on the next phase that Fi will cover. It's a long haul. Have more than one project on the go. They never know which one's going to go or not.
Be clear about your commercial terms with your lawyers. Your lawyers are there to help you and support you, but ultimately your decisions will drive that so be prepared to take a view and negotiate and tell people when you're happy to walk away from something. Know what is of value to you. Do you have a one off or a series in mind, or is it definitely just one feature? Do you definitely want to keep hold of remake rights? Are you happy to sell off all rights in one go? Or actually, do you think you want to carve things up? Do you want participants to be talking to you exclusively, or does it not matter? They could actually be talking to three filmmakers at the same time, and it wouldn't affect your project the way you're making it. You may want A-list actors, but are they affordable? And more importantly, are they desirable in your project?
Understand the costs of doing business; bank fees, financing fees, repayment premiums, option exercise fees, legal fees, all appear in budget. And there's a reason. Don't be afraid of asking questions. Don't sign up to what you don't understand. And write it down. Write it down for yourself, or write it down in an agreement, because the heat at the moment that you agree is soon gone, but the ink stays dry a long time. That's why we write things down, and that's why we have agreements, and I hope that helps in terms of setting the scene for development. And now we've got our project nearly financed, I'd say, and we just need to move into production.
Fozia O'Dowd
Thank you so much Suzanne, that was absolutely brilliant, and I think one and just before we move on to Fi I just want to say I think the audience at home, there may be some writers on the room today, and I think listening to you may help them demystify some of the relationships that they have with their producers, and maybe when they're asked to do things, or, you know, it doesn't, it's coming from a very legal financial business perspective, and I think you really kind of embodied all of that within that talk that was brilliant. Just before we move on to Fi as well, I should describe I am a brown woman with brown hair, and I'm wearing a white top. Thank you so much. So over to Fi.
Fi Tudur
Hello, everyone. My name is Fi. I am a Senior Associate at Lee & Thompson. I am a white, 40-year-old woman with brown hair. My pronouns are she/her. So let's hope I can share this with you. There we go. So hopefully everyone can see the screen. So today's speakers is me, as I say, I'm Senior Associate and I've been at Lee & Thompson, which is a law firm based in London, which is about 40 years old now, specialising in the creative industries. Before I joined Lee & Thompson, I worked in house in a television production company in Wales, and I continue to live in Wales. And Lee & Thompson, to them, I'm like very foreign person, because I'm in another country, but there we go. And and if you haven't heard of Lee & Thompson, it's certainly worth looking them up.
I am not a normal lawyer type, I must say, all my colleagues, I was happy when I went there, because I wasn't the weirdest person in the room anymore. So it's not exactly a stuffy law firm that you might expect, and it's not somewhere but somewhere that you feel intimidated. So what I thought I'd start with are very basic bits of what makes up a contract, just so that you can understand the process, and when it is you will find yourself in a binding situation, essentially an agreement, a legal agreement with someone will start with an offer. Now an offer could be anything like it set out, setting out your deal terms in an email, if it's an offer on the top, you know, I'm going to offer you this much money for this amount of time, and then what you then need to form the contract is that is acceptance, and acceptance has to be a clear, unqualified acceptance. So you say, "Okay, done deal. Great". If you come back and say, "Well, I accept everything you're offered, but I want double the fees". That isn't acceptance, that's a counter offer, and it bounces back then to the next person for them to then, questionably accept your offer. And it goes backwards and forwards. Then we have this slightly weird legal concept of consideration, and this is one thing that does throw a lot of my producer clients, because in law, it's all about reciprocalness. If you promise to do something, someone then has to give you something in return for that promise. And that's what's called consideration.
Often when we're doing something like a clearance in a clearance form, we're not really paying anyone any money for it, so there is no consideration. So that's why we you will often see in our contracts, it says, in return for the sum of one pound, we both mutually agree to do the following. And I get so many producers phone me going, "do I have to send them a pound coin"? But you don't. You don't have to. It's just there for the purpose of consideration to make it binding under law. The alternative, if you don't want to put in the line about consideration, is that you can sign an agreement by way of deed. Deeds are signed either by two directors of the company, or it could be signed by one person with a witness. So there's kind of a bit of it can be a bit of a faff to get something signed as a deed, which is why a lot of the time, particularly in production, when we're trying to get a lot of things signed quickly, you will go for the one pound consideration line instead.
Certainty - so I think this speaks a bit as well to what Suzanne was saying about how important it is really to be clear about what it is you're talking about. Everyone needs to be clear about the terms of the agreement that they are getting themselves into, if, for example, in your agreement, it says and the rest of the terms will be agreed at a later date. You need to be little bit careful, because arguably, that's what we call an agreement to agree, and that can really undermine the effectiveness of your agreement. So just be wary, because it is a common practice.
Sometimes, because we want to get things done, we go and we'll just do the rest later. So always try and get a lawyer just to run their eyes over that one, just to check and then the intention to be bound. So if you're having this exchange, "I offer. You accept. Here's a pound coin or not". And then someone says, "oh, no, I didn't actually mean for there to be an agreement". Well, it was obvious from the correspondence, perhaps, that you did want to be bound, and there is an implied feeling where you're in a commercial situation in law, the law will imply that there was an intention to be bound there. But that's just a very quick sort of legalistic overview of what it is that makes a contract.
One thing I think that's important to bear in mind, particularly in our industry with regard to copyright, is that often we sometimes feel as though, if we've paid someone to write a script, then we will automatically own the rights in that script because we've paid them for it, whereas actually, in order for an assignment of copyright to be effective in law, it does need to be in writing and it needs to have been signed by the person who is granting those rights over so that's just another little thing to be careful of, because it is a very easy sort of way of going, "well, I've paid you £30,000 so how can I not own it?". If you don't have that written agreement, the copyright will not pass, even if money has.
When we get into production now, so we've done our legal closing, pretty much Suzanne's explained. I mean, it's such a process development. It's incredible to have covered that much in so little time. It really is an enormous area, and particularly in my practice, I would say half of my time is spent on development and the other half on production. And considering that the amount of contracts you have in a production line versus development, you would think you would have two contracts in development could take six months to get done, whereas you would fly through two contracts very quickly in production. And so what I wanted to talk about, really, is the way I see production contracts falling from the point of view of a producer.
So you have, what I would say, the key agreements which Suzanne touched upon, which is essentially the talent agreements that you need in order to close. So these agreements are with the main cast, the directors, the writers, the producer. It's these package of rights that put together your project, that make it saleable, that make a development financier want to kind of support you further. Now, these agreements because they're important to your project, because, based on who you have attached, your project could be way more sellable, or it might not happen without a certain talent. But they also a lot of the time, they count for a massive chunk out of your budget as well. So they're important financially because it makes your project sellable, but also because they take a chunk out of your budget. And these key agreements are the ones where I think you really need to get a lawyer in to help you with these agreements. They're complex and they're important. What we tend to do here is, for example, your main cast agreements. We will prepare the long form for you, and we will negotiate that contract on your behalf, with your input.
Obviously, everything we do is under your instruction, but we can guide you through what the standard practice would be, what we would tend to see in terms of fees or perks for that level of talent. And the other category is the production pack agreements, which Suzanne mentioned, is the kind of pro forma pack of template agreements that we can provide to you. I'll go into the production pack slightly more in a couple of slides, but the idea of the production pack is is twofold, really. Firstly that you don't want to have to run everything by a lawyer. So we give you a pack of template documents that your production coordinator, or, you know, even a line producer, can fill out and they can issue those contracts for you without having to get the lawyers involved in every single one of them.
And the other side of the production pack is that it gives you the flexibility to think, well, what it is that I need from this contract without having to go to a lawyer and a lawyer over lawyering things, you know, if you've got just sort of a fleeting, you know, if you're, for example, got just an establishing shot outside the shop, do you need a lawyer to feed in on that in the same way as you would if you were filming in that shop for six weeks as like, a long term location agreement? You don't want to over lawyer things, I think, sorry, talking about Suzanne again, but the importance of relationships to our industry is huge, and you don't want the legals to get in way sometimes of the practicalities of just getting in there, getting ready to film.
So just because of shortness of time, I'm not going to go into the details of a director/producer agreement. I'm afraid that's probably another talk all by itself. But I thought it would be useful to talk about the main cast. This takes up a lot of time for people. It's a really important agreement for producers, and there's something that we do advise on a lot as lawyers, like I said, because we can see what's standard, what's happening at the moment, in terms of, in terms of what we see for that level of talent and how hot they are at the moment, and things like that.
So the key points for a producer to look at, really, and I would say, before you really come to a lawyer or these are the things that you will talk about, initially with a lawyer, before the offer goes out to the agent, it's obviously dates. You have to know they're available, and their fee, their remuneration. So not only is it their fee for actually filming and doing the job, but also if they'll want any bonuses. So for some actors, they will expect an awards bonus. So if they are nominated, or if they win a BAFTA or even an Oscar, that they will get some additional money. And what tends to happen is that you ask the financiers, like the sales agents to fund those bonuses. So that, again, is a conversation that needs to be happening all the time between you and your sales agent.
Credits is a very hot topic. Obviously, all agents want their talent to have the best position in terms of credits. Main title, single card. Is it tied to any other talent you know? Is it on the same you know, the same size, the same spacing as the director as well. That's always a big point of contention.
Transport, whether or not they have exclusive transport and dressing rooms, obviously, if they've got one part of a three way or what it is that's available. Interestingly, at the moment, as sustainability is becoming increasingly important, Equity obviously have added their sustainability riders that we now have to enter into conversations around. Well, do you really need to be in a car on your own, given that the the environmental implications of that? So it's an interesting area that's kind of moving along. And publicity. Actors will often, fair enough, not want to do certain interviews. They might not want to do talk shows. They might want to have approval over who it is that they're talking to, and they might not have availability either to do additional days and things for publicity. So these are all the points that kind of get ironed out in a main A-list cast agreement, I would say.
And then moving on to the production pack. So one of the things that you will see, if you when you come to closing processes, and as Suzanne mentioned, you'll need a package of agreements that demonstrate that you have all the relevant rights in order to make your film. Now, because of the way production works, you don't necessarily have all your contracts before you start filming. So for example, you might have a couple of day players who are only in for two days right at the end you shoot. Well, you're not going to contract them right at the beginning of the shoot. And so the way we deal with that is that we have a suite of pre agreed template documents that production can use in order to contract these people. And most often it's for crew HODs, location agreements, living person release agreements.
And then also for kind of more standard level cast deals you would have the PACT Equity special stipulations. I'm just not sure if I've got a slide on this in particular... no, but essentially, it's important. One thing that producers sometimes get confused about is the PACT Equity contract. So Equity will issue the actual form, the actual contract. And what we do as lawyers is we provide you special stipulations that vary the terms of the PACT Equity agreement 2021, and what is, what is just worth bearing in mind is that you won't have just a contract for cost when you get our production pack, it will be the special stipulations you still have to register with pact and equity in order for equity to issue these formal form of contracts, or pay any money into escrow, of course, as is often the case with film.
In terms of the different contracts that we have in a production pack, as I said, you'd have HODs and crew contracts within those you have sub categories depending on how your HOD or crew member contracts. If they're PAYE then obviously they're taxed at source, if they're self employed then there's loan outs. That's when they have their SPVs or personal service and they will contract via their loan out so when you're filling out our deal terms which I'll share here, so the way our production pack works is that you would have the deal terms on the front, the bits in black is all standard language and the bits in red you fill in and that would be the contracting party; whether or not they're PAYE or loan out. And then you'd put their fees and the credits and expenses in there. And then added to the deal terms would be our standard terms and conditions and that is all written by the lawyers and you don't want to be touching those so anything that you want to vary in the standard terms, what you do is you write it in the deal terms and you say "contrary to the standard terms, we agree that Harry will be allowed sick pay if he's ill for two weeks rather than one week. Something along those terms as a way of example.
It just means that when you're pulling together these contracts as a producer, you're not going through pages and pages and pages of really detailed contracts trying to find where all the different details go, you just put it all in the deal terms, it's all there in two pages; who you are, what dates you're coming in, what your credit is, what your transport and expenses arrangements are going to be and then you sign that deal terms page as well. We just find that that way is easiest for everyone. And obviously if everyone is familiar now with the new PACT/Bectu forms as well, that kind of mirrors the way that's done as well but that's more in telly at the moment.
This is like I was saying about the difference between the way someone contracts with their PAYE, self employed or loan out. It's a lot to get into right now but as I was saying, if they're PAYE then the tax is deducted at source, self employed is basically a sole trader and they're paid gross and doing their own tax work and then a loan out is when they have a separate company which is registered on Company's House and between that loan out company and the individual, they have a contract between them where the rights flow and they sort out all their tax that way round.
And then the other thing that you will find in a production pack is pro forma releases and things. So, for example, you got a product release form so if there's anything shown on screen that you need to get released because it's prominent and your clearance advisors tell you that you need to get it cleared, we have standard contracts that allow you to do that. I'm looking at this picture here and I can see all these different products that have been very nicely blurred out but it just gives me a heart attack thinking of all the different clearances we'd have to get looking at this. But what this does is it gives the producer the tools they need to send out the relevant contracts. A lot of companies nowadays don't like signing anyone other than their own form of agreement, in which case then you would can take a look at their agreement, see what you think. If you're not happy you send it to your lawyer to have a look at but again, it's like I was saying before, you don't want to over-lawyer things sometimes.
Hopefully these kind of pro formas give you the tools you need to go ahead without having to get lawyers involved all the time but with someone there you can just sense check things with as well, particulary if it's an important scene.
And then finally when you do send out your contracts, you'll need to, particularly for crew, is you'll have to ask them if they will abide by certain policies and what we offer is, in a production pack and any other law firm will do the same, is offer you production packs these policy documents so that they can cross refer to these policy documents and say "yes I have read the child protection policy, yes I will abide by it". But these are just standard baseline policies that every production company really should read and make their own. These are just helpful starting points, really, and that's it. Thank you
Fozia O'Dowd
Well, thank you so much for that. Thank you again for level of detail, and I'm sure everyone's scribbling away in their notebooks. So I'm sure lots of questions, lots of questions or thoughts are bubbling around, but we'll we've got one more panellist before we get to our Q and A and that's the lovely Anna Santos, Head of Business Affairs, business and legal affairs, at Bankside films. So Anna, she has she has experienced over 17 years across film and TV production, international sales, distribution and exhibition. She has a past life in acquisitions and programming, specialist content for Curzon Artificial eye. And she has a real legal background, so I'm going to hand it over to you, Anna and Anna's going to talk to us about film sales and distribution.
Anna Santos
Thank you, Fozia. I wish I was that young, but 17 has been many years ago. I'm now coming to my 22nd year working in the filming industry. I don't have white hair, but I think it's because of my brown background. And I am a brown woman of many shades. I've got a very colourful background, as you can see, and a black shirt. So my talk will be concentrating on talking about the sales. In fact, my talk will be covered in two sections. First, I will talk about the role of the sales agent. And the key points you as a producer should be negotiating with yours, if you choose. Of course, you go that route and second distribution and the key points your sales agent thought you should be negotiating with all the international distributors which take on distribution of your film in their territories.
And I will start with a disclaimer, because each film is unique and and has a very different DNA and finance plan from you know, all together from another. And my experience at Bankside is by no means the experience of my competitors, but the key points over today will be as relevant to me as it will be to them, no doubt, and to you if you decide not to, not to go to the sales agent route.
So the sales agent, he will help you in many ways. The sales agent will help you package your film, find finance and take your film to market. Selling a film internationally is a very specialised job. It's hugely time consuming. So if you're hoping for your film to travel far and wide, having a sales agent on board is something that I would recommend, especially when you are handling international distributors. They bring your film to the attention of the appropriate target groups, and that will mean the final seers, investors, International Film Festival programmers, distributors, press with the ultimate objective to sell the film to foreign distributors, who will then eventually release the film in their territories.
On a day-to-day basis I will talk to many different players. So from investors, then at some point I will be talking to your cast. I will be talking to your director. So really, the sales agent's role covers many aspects, from development to the final bit, which is the distribution, and getting your film seen on screens or on, you know, in your home, or with the streamers and so on, so forth. So we do a very niche, very all around, 360 degree job in packaging and getting your film seen. At which point you should come and get the sales agency involved. It varies really, but often you will see that funding for films will be dependent on certain of the deals that urge the sales and have brokerage in the beginning when we launched the film at our market. And in some cases, the sales agent will come and sell a film to a distributor out of a concept or a draft script. So we can come in very early on, but Bankside, for example, we also come in very late when the film is already completed, and then a producer will come to us and we like the film, we like what we see, and we will take on and work in the international sales of the film.
So, there are many things that you should really be discussing with your sales agents, but I'm going to give you a flavour of the points of arguments that I see every day, that I have to talk to producers about every day. So first of all, and I know it's a very simple thing film specifications, but it is very important, because if the sales agent is taking on your film, you know, a screenplay by a film that was shared on this particular date, You may have an idea that you are using one screenplay, but these things are very important for you to thrash out, right? So the lead, cast, director, producer, or other very important aspects for me, especially when I come along to the exploitation end of things with distributors, I need to know about the running time. I need to know about the budget. I need to know about the rating. So all these things really need to be talked through. They will basically be the Bible that we will use in all our sales. And what would be the the mechanisms. So if you decide to replace, so you start off with one lead cast, and by the end of the time, so when you get the finance, then it's a different set of costs. So how do we deal, what is the mechanism that we can put in place for any replacement? So those things are very essential, and just, please don't skip and what we have as well, which is something called essential elements. But essential elements are elements from these specifications that are just discussed that will be classified as essential which means that we will need to have. Coverage is uninsured. Insurance Policy, typically required by a distributor or financier because they do not want a film without that particular actor, without the director involved, or a budget that reaches a certain minimum. So just be very careful, because essential element insurance costs money. And you may think that you are delivering a film with certain specifications, but actually what you are being asked to produce is insurance to cover certain elements of these film specifications.
Then we will discuss the territories. Is your sales agent selling worldwide or there are certain territories exclusions? So, for example, there are loads of international or European coproductions at the moment, and what we've been seeing a lot is that coproducers holding off to their own territory. So you wouldn't come as a surprise if, then, if Bankside will represent you worldwide, excluding Austria or excluding Germany, which is an example that I've had to play very recently. It's really important to identify, what is it? What are the territories that you are giving the sales agent, for the sales agent to go and sell your films. And then you have another layer on that, which would take another huge shock on in relation to your is a sales agent, co repping in the domestic territory. So when you hear about domestic territory, it is usually the North America territory. So it will be United States and Canada. And usually, if you have a film with big cast and you have a film with a big director, usually the sales agents will co rep with CAA, WME, UTA.
So the territory is important for you to define. What are the places you are giving your sales agent to go and do their job, and then if they are an exclusion to the territory, I will need to talk to you about hold backs, because if you're not representing worldwide, then you need to make sure that the countries that the territories that were that were excluded, they don't come before. They don't release before, because you would want a sales agent, I would want to protect, definitely, the North American sale. And not just because a good USA release is massive for the rest of the world, but you know, for many other reasons.
But so I can't afford for your countries of exclusion to go before me, I will negotiate with you certain aspects. So are you coming? Are you being held back on a media by media basis? Is it just to the initial release, because you'll see a lot of day and date releases these days. So are you holding back those territories to just the initial release in the US. So many considerations, but they are very important. So don't skimp on those.
Then rights. What are the rights that you are granting? Is it all distribution right? Should spot the film and auxiliary rights and all media, all the medias and formats now known or future media as well. So all of these things really needs to be spelled out. Don't, don't, don't think this conversation should be had afterwards. It needs to be held as and when you are negotiating with the sales agent. And of course, there are the reserved rights. Are you actually reserving certain rights? So, for example, we see a lot of the producers reserving stage rights, live performance and character rights, radio podcasts or novelisation in the music rights. You can probably reserve soundtrack album rights, and then the music publishing rights. Are you giving merchandising rights? And all of these things need to be discussed.
The flavour of the moment is about the derivative, subsequent production rights. If you have a film that will lend itself to a remake, a prequel, a sequel, then are you reserving those rights, or are you giving those rights to the sales agents? And if not, are you granting them first negotiation rights, or less matching rights to act as a sales agent at such time that you know of any derivative production deriving from the film is at the point of being produced. So those are important considerations.
And then so terms so how long are you going to be in bed with your sales agents? One thing that when we are at the stage of financial closing, so you guys have got the funding. Everything is in place. And we sit down, loads of lawyers. And we sit down, and we are talking about that final stage before you go on principal photography. I always say because production council, for example, will probably work with production for a few years before. And then your sales agency will be going to bed for 15 years, 20 years. So that relationship is extremely important for you. So have these conversations. How many years is it? 15 years? Are you giving it to 20 years? Are there any allowance for any extensions? Are you granting them first negotiation right to extend the term? So have these conversations, because they will come. They will form part of the your sales agency agreement.
And then one thing that is massive is the delivery date, of course. Usually I work with the premise that it's about one year from principal photography. So anything beyond that, I would need to worry a little bit about. But one year is is customary. Sometimes it does get extended. But you need to provide us a date that you will be delivering so that we can start delivering to the distributors. And then, obviously, only after the film gets exploited that the gross receipts will trickle in, and then your financier will get prepaid. And you know your your sales entry will get their commissions paid, and so on so forth. So it is the delivery date, as you can imagine, is an extremely important part of the process, and also the delivery schedule.
The delivery schedule will have a document that the sales agent presents production with all the physical materials, with the legal documentation that we will need, the chain of title, everything will need to be there, because otherwise, will not be able to sell your films. So that will all form part of the delivery schedule. And then what if you have a delivery dispute? How are we going to resolve that dispute? So that is also a point that needs to be discussed and agreed with your sales agent. Then the sales estimates, which is one of the major parts of our role as a sales agent. So there are sales projections that take into account the nature of the film and any current market indicators. So like giving an education issue the commercial value of the project and eventual revenue expectations, which is important for financiers, because they will be lending you money against those sales estimates.
So, they are a major part of not just a sales agency agreement, but it will be in the interparture agreement. It will be something that will bind all the multi parties that are involved you financially close the sales commission. So it's another conversation that you've got to have. What is the commission agreed? It's usually paid from growth receipts. But we've had cases recently where our commissioner was paid out of the budget because the film was picked by a studio. But usually the commission, the expenses, they will come out of the gross receipts. So only when the film is sold and the gross receipts start ripping through, that's when we are going to be seeing the money. And that's why sales agents will be spending. There's a risk involved for the sales agents, because if your product doesn't deliver the sales afterwards, then we've spent. So the sales commission needs to be agreed and the sales expenses and so on. So one thing, the commission will vary. It is a commercial point that you need to discuss with your sales agent.
There are two words that I will throw in now, because for you guys, if you are experienced, you will have heard, but if you are not experiences, they are the first cycle and the second cycle commission. The first side cycle commission will handle the first likes and so forth, the rights. So if we sell to a distributor, even to a streamer, it's usually 12 months from festival launch and/or the market launch of the film, whatever is agreed. And also it's all up for grabs. But the second cycle will kick in, usually 12 months afterwards. Usually the second cycle sale commission is a higher value because the film is kind of old, and you know that it will take more from the sales agent to market and promote to get the sales.
That's why the sales the second cycle commission is usually higher than the first cycle. So the move from first cycle second cycle is negotiated. Like I said, I use the 12 months, but there are certain occasions that you will have to agree a two month change. So it's a commercial point that needs to be discussed. And if I were you, I would discuss that before you even get to the discussions of when you are actually sitting down with all the other the finances and everyone gets involved because it will be an important part of the recruitment process.
Distribution expenses. I just mentioned that sales agents will be spending, but they will be recouping their money once there are gross receipts. So what have you agreed in terms of distribution expenses? What is the cap that you have agreed to? Can they spend up to a point? Again, it's a commercial point. You know, it varies. It depends on on many factors and they are things that you need to discuss with your sales agent. What is included on that cap? Does it include costs associated with the creation of a promo, a trailer, or attendance of a first major festival or market launch? You need to sit down and have these conversations, because otherwise, I see a lot of producers trying to haggle sometimes. But the thing is, for example, if your film is lucky enough to get, you know, flying Viggo Mortensen or anyone to Cannes, it will cost you money. So you need to have these conversations. Really think about a reasonable expenses cap and what is outside the cap. Usually these costs that I've mentioned about the creation of a promo trailer, will be additional costs. They have to be preapproved in writing by the financiers and the producers. I think my point here is to agree the amount of expenses, what is inside the cap, what is outside of the cap, because this comes back to haunt you if you leave it un-negotiated.
Then, I've been at Bankside now for eight years, and it's not something that I used to see a lot in my first years of the of working in an international sales capacity, but nowadays you see a lot, which is a request for the sales agency pool. I mean, even guarantee, and it's in lieu of the rights, because there's a minimum guarantee for distributor, which we will cover later on down the line of this presentation. The sales agent will be recouping so there are all these conversations that we have to have. If the sales agent will agree to pay you and advance you a minimum guarantee against international sales, the conversation you should have is, when will it become payable? Will it become payable upon delivery? It means that this is a whole year, and if you're counting on that money for the finance of your film, will someone cash flow that minimum guarantee. So it's all things that you need to think about, the drawdown, how you're going to be drawing down the money. Are there any securities? Is there any checking and security, any covenants and any events of default? So things that you need to to think about when you are discussing a possible minimum guarantee with your sales agent.
Then we need to know another detail that is extremely important, a collection agent and collection account. Obviously, we will instruct distributors to pay into a designated collection account. It shows that all the parties with a financial interest in the film, so from producers to sales agents to finances to profit participants, they will receive the pre agreed share of the revenues, in accordance with the COMMA, which is the Collection Account Management Agreement. Within that agreement, there will be the agreement recruitment waterfall, and basically the collection agent will disperse in accordance to what has been agreed on the agreement.
At the moment in the market, we have freeway and fintage, which are the established ones. In recent years, we've seen the the rise of film chain, for example, works with blockchains. I think they're actually moving from blockchains now, but more block frames. But you know, those are the people that you will be seeing. They are the players operating as collection agents, and a collection account, as I said, you will need the account open in the name of an independent, neutral, third-party collection account manager who received all the revenues from the exploitation. So any monies that come because of the exploitation of the film, minimum guarantees, overages or from the local distributors, they will be paid into this collection account. I think that producers are pretty glued on with the importance of having a collection lead agent and a collection account.
There are times where I see the producer trying to save on that. That’s not something that I would agree with, unless it's a film, it's a library title that is in my books for 10 years, 15 years and you know that there hasn't been or there won't be many sales. It's something that I would request that you set up and sign for, because it's just clean for everyone involved, you know, like money laundering and all of that kind of stuff. So it is important to have a neutral touch partnership during this collection.
Another thing, a point of contention, and it's one I have seen financial closings hold because of that, credits. It's extremely important that you agree your credits, not just with the sales agents, but with everyone involved. Your writer, with your director. How would that be? Is it on a shared card? Is it a front end animated logo in the main titles? Is it a static logo in the end roller? It is a kind of stuff that will halt a production. Credit is a massively important part for a lot of the players in your film journey and your sales agents. Are you giving them a presentation credit? Association credit? Will it be in all prints, or just special market prints? Will the sales agents be granted Executive Producer? All of these conversations you should be having, and then this agreed credit schedule will be a part of every document under the sun that you possibly can see, will be part of the deliverables.
And the sales agents will have to oblige distributors down the line toward the idea. There are territories that are, you know, like the domestic territory, will sometimes want to fudge what we call the credit obligations. But you know, it's something that the sales agent must by charge keep the credits unremoved and intact. Then you have approval. So whatever kinds of approval that you will need your sales agent to come to you and the financiers before and what are the mechanism of these approvals? Any first cycle sale, for example, below the check, I need to come to the financier and the producer to ask if I can accept those, because obviously they've landed against the sales estimates and the sales estimates had a prediction, an expectation of what, for example, Japan would be. So if I sell less than that minimum, agreed money, I need to go and ask permission. And sometimes it is because of market change, because the film that was promised is not the film that was delivered, you know. So it is an approval that sales should come and ask before they can agree a price. In other words, you know flat fees. You know for any sale, for a flat fee, you will see very often financiers will want approval for this kind of sales. Or do you require approval for the choice of the festival premiere or market launch? You In terms of mechanism, what is the time frame for those approval? If I contact you during a market? Is it 24 hours that you guys have to respond? Or can I contact you via email or no, it has to be via phone call? So all of these conversations, and I know they they sound very alien at this stage, they are very important, and they will come to haunt you if you don't sit down and agree those things.
The same thing is for reporting. It is extremely important that the sales agent reports following each major festival and major markets of the film. And what about the frequency? Will it be quarterly for the first few years, then biannual after two years, then does it go to annual, provided that there is a sale, of course. So you know, these things need to be taught and discussed and audited. Is there any provision for you to audit your sales agents, to look at the expenses and everything. You need to think about those things. And then termination rights. When we embarking on a journey, we don't think that the relationship will become sour. We are not thinking about events up to fault, because it's all the excitement. But these are things that crop up. Have you thought about it? Are there any reasons you or causes that you agree are causes that you don't agree? Are there any cool periods you know, you give time for each party to go and address that you vote. So all these things you know, don't skimp on. It's good conversation to be had.
So film specifications, same thing applies here, right? It's very important for you to know, what is a distributor? What is the film that the distributor will want to see as final and delivered. The rating will be of extreme importance to them. Running time, because you have cinemas that will exhibit films, and they have two times in the evening. These things are very important for distributors and conversations you have to have.
Are there any of these specifications that are classified as essential elements? Do you have that money in the budget to secure insurance for those essential elements? My advice, try to avoid essential elements with your all your your forces, because if, by any reason, something gets dropped off, you can have a conversation with the distributor, rather than be edging money to your budget to secure an insurance policy in the event that these people or those aspects are not in the completed film. Then you need to talk about territory. Is it worldwide the distributor is getting? Is he a streamer or a studio that is buying for the whole world, or is it domestic or North America? Domestic North America, does that include Canada, or is only the US? These things need to be spelled out in the agreement. The agreed definition for each territory is so important to avoid clashes. So just to give you an example, the Bermudas, the Bahamas, the Caribbean Basin. It's an area of content clashes, because the domestic distributor will want some rights there, and then some distributor will also want some there. So it is very important that you agree the definitions, because otherwise, if you have to have conversations down the line, you are going to be held hostage to whoever has that area. Just be very careful that the territory definition is extremely important to avoid clashes.
Just make sure, especially if your film is English language, when you are selling to international distributors, make sure that it's original language version, subtitled and all dubbed, because that will cause a lot of trouble. So you could allow parallel tracking rights, which is you allow them to use a film without the dubs in the subtitles. But those should be under certain rules.
Now let's see what the distributor holdbacks. If there is any exclusion to the sales agent territory, it will cause the trouble here. You need to make sure that you hold international distributors, either by media by media with the US, or, if not, then you agree an outside release date, which is basically a date whereby all the holdbacks expires. We have the problem of the day and date release these days as well, which will intervene because you can't then agree a media by media because obviously, if the US is digital, then your UK distributor, for example, will want the ability to release the article first. So distributors holdbacks is something that features massively on an agreement, then advance.
What I can talk about is, very quickly, is just there are many times of payments. So you either have a minimum guarantee, so they are agreeing to a minimum guarantee of sales, or you can have a licence fee. A minimum guarantee, they will recoup, a licence fee they can't recoup. So they will pay one fee for all exploitation of all your rights. But it just, basically, it's one fee that's it. You are not going to get divisional proceeds later on. What we are seeing a lot these days is what we call the straight distribution deal. There is no money exchange or the distributor doesn't give a minimum guarantee, and not a licence fee, then it will exploit and you will negotiate the royalties, the division of proceeds. And one thing to notice is your minimum guarantee, inclusive or exclusive withholding tax. So all these things you need to think about payment terms. Sometimes we see a lot 20 upon signature, and then you had 80% upon notice of delivery. But nowadays there are a lot of triggers What we say, payment triggers against acceptance of delivery or expiry of holdbacks. So everything is up for grabs, really.
Let's go for the distributor obligations. Is there any release commitment? Are you forcing them to release and, if so, do they have a theatrical release commitment? How many screens? Or, if it's the USA, are there any particular markets that you want them to screen? LA? New York
And then title? Are you allowing them to change the title? Or, usually it's a direct translation to English, they don't need to come to talk to us. But, for example, Brazil will change the title to a completely different one. So are you allowing them the right to change the title, or do they have to come for approval? So all of these things you need to discuss on the distributor's obligations. PNA, how they will submit their PNA, do they need pre approval, or are you going to put a cap on it rather than, actually, approve of the PNA?
And then you have your market distribution strategy. And then, I think I'm it's coming to an end, right? It's a shame I couldn't talk about certain things, but you got it over from the first section as well, most of it.