Producer-Platform-Misconstrued Contract Agreement: Analysis of a Misstep
In the world of content creation, misunderstandings can lead to unexpected outcomes. Such was the case with independent producer Sarah and streaming platform StreamCo, who entered into a deal for a documentary project. The deal memo, designed for brevity, failed to bridge the crucial definitional gap between the parties, leading to a stalled negotiation and ultimately, the deal's demise.
The deal memo stated that StreamCo would have exclusive worldwide Subscription Video on Demand (SVOD) rights for a period of 7 years. To Sarah, this meant standard streaming rights, assuming it covered the primary way people would watch her film. However, this phrase can often lead to misunderstandings due to territorial ambiguities, platform scope, windowing and release types, and local market practices.
"Worldwide" might seem straightforward, but local market regulations, territorial restrictions, or pre-existing broadcast deals in some countries can complicate or limit the truly global scope of exclusivity. Exclusivity is typically understood to apply only to SVOD distribution, not necessarily covering other distribution methods like Transactional VOD (TVOD) or Advertising VOD (AVOD). Parties may misinterpret whether rights include or exclude these other models.
Exclusive SVOD rights often coexist with other release windows (such as theatrical, PVOD, TVOD, or linear TV) that may overlap or conflict if not clearly delineated, causing confusion about when and where the content can appear. As seen in regions like France, market-specific conditions and regulatory sensitivities can influence how exclusivity is applied or enforced, with streaming platforms tailoring deals to local broadcast partnerships rather than a uniform global approach. This can lead to different interpretations of exclusivity in contracts.
In essence, while "exclusive worldwide SVOD rights" appears unambiguous, it requires careful specification of geographic scope, distribution platforms, and timing relative to other release windows to avoid misunderstandings between streaming platforms and content creators. Clear contractual definitions help prevent disputes over what rights are granted and where exclusivity truly applies.
Leadership, Content Acquisition Leads, Strategy and Finance leaders, Sales and BD, and Production teams at both Sarah's company and StreamCo used a comprehensive online platform to find partners, co-producers, distributors, and rights-holders. The platform was also used for leads qualification and enrichment, trending content discovery, competitive slate and licensing activities monitoring, and new project pitching.
Despite the extensive use of the platform, the misinterpretation of "exclusive worldwide SVOD rights" led to the deal's collapse. Sarah eventually found another platform willing to take a more limited set of rights, but the experience served as a reminder of the perils of assumptions, the nuances of industry jargon, and the critical importance of crystal-clear communication in deal memos.
[1] Territorial restrictions and market-specific conditions can impact the scope of exclusivity, as discussed in "Navigating Territorial Rights in the Global Streaming Market" by The Hollywood Reporter.
[2] The distinction between SVOD, TVOD, and AVOD is crucial in understanding the scope of exclusivity, as explained in "SVOD vs. TVOD vs. AVOD: Understanding the Differences" by Variety.
[3] The overlap and conflict between different release windows can lead to confusion, as discussed in "The Movie Release Window: An Overview" by Deadline Hollywood.
[4] The importance of specifying geographic scope, distribution platforms, and timing in deal memos is emphasised in "Exclusive Rights: What They Mean and How to Negotiate Them" by IndieWire.
- In the world of content creation, misconceptions about the scope of exclusive worldwide Subscription Video on Demand (SVOD) rights can lead to undesirable consequences, as Sarah and StreamCo discovered, due to factors such as territorial restrictions, market-specific conditions, and differences between SVOD, TVOD, and AVOD. (Navigating Territorial Rights in the Global Streaming Market by The Hollywood Reporter)
- For clearer communication in deal memos, it's essential to specify the geographic scope, distribution platforms, and the timing relative to other release windows to avoid misunderstandings between streaming platforms and content creators, as emphasized in "Exclusive Rights: What They Mean and How to Negotiate Them" by IndieWire. (IndieWire)
