Vendor Produced Content, Part 1: Legal Issues

Addressing Legal Issues with Content Vendors

I had an interesting conversation recently about the integration of vendor produced content into an enterprise Digital Asset Management (DAM) system.  For the most part it was technical – focusing on the practicalities of allowing or requiring vendor access to internal systems. It did get me thinking about the overall universe of vendor issues when bringing in outside companies to develop content.  I think there are three critical areas to consider when hiring an outside company to produce content: legal, quality and creative. Here in part 1 I’m going to focus on the legal concerns.

Legal issues are usually the earliest to come up, the least pleasant part of the process, and the least important for the final product.  Lawyers may argue with me on that point, but if the documentation is written correctly and all conditions are met as expected, the agreements will not be looked at again throughout the project.  They don’t contribute to the end result beyond insuring that deadlines are set, payment terms are agreed to, and establishing consequences if conditions are not met. Consider that the best contracts are designed to answer as many “what if?” questions beforehand as possible specifically so there are fewer opportunities for disagreement later. Yes, I’m oversimplifying, but from a content development view, that’s really all that can be gleaned from the legal documentation.

While everything in the legal paperwork should be as clear as possible, there are some issues I think content managers need to be particularly conscious of. The first is ownership of the products of the effort.

  • Who owns the draft versions, negatives, associated music, etc?
  • Does the vendor retain the right to use all or a portion of the creative product for their own needs?
  • Does the purchaser have the right to re-use all or portions of the product for further projects?

I’m no expert on copyright, and at least in the photography community I know there’s a lot of debate about the ownership of work for hire.  It’s very important that these details be clearly settled and outlined in the legal documentation.

Some other legal issues the non-lawyers should consider:

  • Rights & permissions – who is responsible for clearing rights on published music, model releases, etc.?
  • Confidentiality – many enterprise communications include proprietary or confidential information; if you bring in an outside company to produce an internal finance meeting, for example, the legal documentation needs to ensure the vendor will protect the company’s private information. Know that prohibition does not equal prevention. Even a non-disclosure agreement (NDA) can be violated, and think very carefully before sharing truly sensitive information if a leak would damage the business.
  • Equipment – you may want to spell out whose equipment the vendor will use for recording, editing, producing, and distribution
  • Formats – probably less complicated than other areas, but it may be worth stating specifics of the final format of the delivered products, including both video encoding/photo filetype formats and the media type (CD, hard drive, etc.) on which it will be delivered.

If you’re not sure what to ask, give me a call and let’s talk about the legal implications of hiring someone to create and publish content for you.

My thanks to a number of lawyer friends for their review of this piece, comments and suggested additions. Any errors are mine, not theirs. For further reading on the subject of understanding contracts, see the series my friend and reviewer Jonathan Ezor published in Bloomberg on Demystifying Legalese in Contracts. (Part 2, Part 3, Part 4)

Image courtesy of JanPietruszka at FreeDigitalPhotos.net