Chain of Title: The Legal Foundation That Gets Films Sold

Chain of title is the legal paper trail that proves you actually own your film.

In this episode, I break down exactly what chain of title means, why distributors require it, and how filmmakers lose deals by ignoring it.

We cover:

• Agreements & contracts
•  NDA vs real production agreements
•  E&O insurance vs production insurance
• When and why to form your LLC

If you plan to distribute, stream, license, or sell your film — this is not optional.

Most indie filmmakers focus on cameras and casting… but the real executive producers focus on ownership.

Before you submit to festivals or approach a sales agent, make sure your paperwork is tight.

Learn more filmmaking strategy and download free resources at 🖤✋🏾
 https://showrunher.com

Transcript

00:00 – Podcast Intro + Who I Am

SPEAKER_00 0:00

What's up? It's your girl, Michelle, aka Showrunher, your filmmaking coach. I'm an AP and a filmmaker who probably watches more filmmaking content than actual films, and I hope that that makes sense. So I decided to start a freestyle podcast where I just talk all things filmmaking. No heavy edits, no overproduction, just real conversations about filmmaking, funding, faith, and the real business behind getting your project from concept to screen. If you want to know more, you can head over to showrunher.com. That is S-H-O-W-R-U-N-H-E-R to download free resources, watch pre-recorded webinars, grab some freebies, or book a one-on-one session. I am also available for hire. All right, now let's get into today's episode. We don't want to create projects and just have them sitting on our hard drives versus we want to make sure that we have projects that actually go places. And so our chain of title absolutely helps with that. You need one for distribution deals. Um, and there are some things that give you a clean chain of title. You know, you get a house, you don't own a house until you pay it off. And so a lot of people think that they own their project just because they're the writer or the producer, and that is not true. All right. So before we get started, just want to give you a little bit about me because we got a lot to cover in a very short amount of time. My name is Michelle Daniel. I have been indie filmmaking full time for 17 years. This is the only job that I have. I don't have a hobby. This is what I have been doing for 17 years. And I say that because I want to give people hope that you can be in this indie film space full time. I know a lot of filmmakers are like, hey, I don't want to be a part of my job. I want to filmmake. You can. I've done it. It's just about strategies, about positioning yourself to own some IP, owning your project, creating and producing. Um, and so I work on a multitude of projects, features, documentaries, short films. I started off in the web series world where I had my own uh S Vod platform and multiple shows. And then I got vetted to a network from via YouTube to come and run their digital department. And I had so much fun working in corporate entertainment. I was there for a couple of years where I learned uh sponsorship and brand. So that's where I got real familiar with a product placement and sponsorship. And so um, just a little bit about me and in my free time, I love to give out free information because I feel like we are in this as a community. Indie Filmmakers is a community and no gatekeeping. I need you as much as you need me. And so I love talking um film. And I don't really have that many people to talk film with. So this is like my outlet. Um, if you guys are looking for free resources, you want to book a one-on-one session, you want to hire me for your project, or you want to attend my 21-day challenge that I have starting Monday, where I cover all of these uh 21 different topics on film from development to distribution, uh, please feel free to do so. We start Monday, or you know, if you want to book a session and talk about build out a roadmap, we can do that as well.

02:30 – What Is a Chain of Title?

SPEAKER_00 3:30

All right, let's get into uh what a channel title is, what it actually means for your film. So, again, a lot of people think that just because I wrote my project, I'm executive producer, I own my project, and that's not the case. Um, a chain of title is just a legal paper trail that proves that you have the right to produce the project. Most importantly, distribute the project and sell your film or series. So, you know, if everyone hasn't given you permission, you can't go through distribution yet. So everyone pretty much has to sign off. So I just think, you know, rule of thumb that matters for this entire uh mini masterclass is that everyone that is on your set, every crew member, every talent, every location you go to, every brand that you used, all of the music, anything that you're doing with your project needs a contract or an agreement signed. And once you know that everybody needs something, then you will not miss out on the people and the locations and things that give you the permission to say you can distribute your film project. So, what exactly is a chain of title? Um, there are they are written agreements from you, your talent, and your crew and everyone on your team. They are clearances for using music and you know, uh books and brands and things like that. Nike, um, Adidas, Raf Lauren, you know, Apple, what all of the things that we see on TV screen, um, brands, which is product placement. Um, it gives you clearance to be able to use other brands into your film. Uh a chain of titles all about registration, your copyright, your WGA. Like these things have to um be in place to say that you own it. This is mine, and I have the right to sell it and do as I please with this production. And the biggest, biggest thing that I EO insurance is a part of a chain of title. And the reason why I say the biggest things, because usually when I see a lot of projects come through my email and budgets, they never include EO insurance. And I'm like, oh, if you're thinking about streaming, it is mandatory. You cannot get around not having EO insurance if you want to stream at major networks. So chain of title is more for major networks. I'm not talking about to be, you know, where you are you can, you know, self-upload your project to Amazon. I'm talking about like your Netflix, your apples, and things like that because ultimately they don't want to get sued. They don't want someone to come and say, Well, I didn't give you permission for that song. I didn't give you permission to use that brand. And the talent didn't give you permission to screen their film anywhere. You gotta have permission to do that. So a filmmaker had a streaming deal lined up with Hulu, but lost the opportunity when they couldn't produce the paperwork showing they own the rights to the footage. Now, I the reason why I really preach chain of titles the most is because when I first started in my indie filmmaking career, I was just shooting, no strategy, just vibes and fun and crew and pizza, right? And then after all of that kind of got done with, I wanted to go through distribution and I had a deal set up. But on the very first scene, on the very first episode, I literally have young Jeezy on the track and he did not give me permission. And I did not have the hard drive to edit. And so I lost out on that deal. And it haunts me to this day. I cried plenty of tears and I don't want you to do the same thing. So that is why the chain of title is so important. If you're thinking about revenue, if you're thinking about full-time filmmaking, you got to make sure you have a clean title so that you can go through distribution, monetize, and profit. All right. It matters for distribution deals. It matters for some grant applications, depending on what nonprofit organization you are working with. You cannot get EO insurance, which is the mandatory piece for distribution, unless you have a clean chain of title. So the EO insurance reviews all of your paperwork to make sure you're not a high risk. And that is when they give you EO insurance. So so many people can't even get to distribution because they cannot pass the checklist for EO insurance. Um and sometimes people say, well, what about short films? Yes, a short film was accepted accepted into a major grant program. Or sometimes a lot of these festivals allow streaming opportunities. We see it a lot. Like you get your film acquired, you have airline streaming, you have HBO deals, and those require a clean chain of title. Again, networks do not want to be sued for by anybody for anything. Um, and so they need permission. So I always just tell people like you never know where your short film is going to go and grow. So make sure this has a clean chain of title. Don't, you know, when you focus on I'm trying to build a career, not a hobby, everything should be intentional. As an executive producer, you want all of these things to be done right because you own these projects and years down the line, you can still monetize off these projects. We see it happening in Tyler Perry's world. All right. Um, legal nightmares avoided by, you know, when you have a clean chain of title is lawsuit over ownership rights. We've seen this happen um in an entertainment industry where somebody's like, oh, you stole my script, or that's my idea, because they didn't have a clean chain of title. They didn't have an agreement saying, I give Michelle Daniel and her production company permission to uh for this script. She owns it, she's paid for it, it is her. She can produce and distribute and do whatever she likes with her screenplay, with this screenplay that she has purchased from me. That gives me the owner. I'm now officially the owner. We have had an agreement. It's signed, it's clear, and it states that. That is what a clean chain of title is. You can get delayed distribution deals. Um, there's a story about um a producer forgot to get talents uh agreements and contracts signed, and the talent got a hold of, hey, y'all have a distribution deal and I want more money, and was demanding X amount of money in return for a signed agreement deal. And so I just say that also with chain of titles, you want to get your agreements and contracts signed as you hire people. Please do not wait till after the production is done. If you hire somebody yesterday, they should have an agreement signed today. All right. Don't wait until the last minute. Um, intellectual property claims, IP, I own that. You know, I own 10% of that. An agreement kind of kills all of that. And then the whole reputation thing, especially if you have investors involved, they're gonna feel like I'm not gonna invest in you anymore because you don't know what it is that you're doing. So, what makes, you know, a clean chain of title? Um, some of just a few to mention a writer's agreement or an option agreement. Whether you are the writer, um, I'm sorry, whether somebody else is the writer, and they have to give you permission to produce and be able to distribute, or um, whether you have an option agreement, or you're trying to tell somebody's story, life rights. You need permission for that. You cannot just go and start telling someone's story. They have to give you permission because you may want to tell, I don't know, um X story, XYZ story, and he didn't give you permission, and now you have it on Netflix, and they're like, What are you doing? That is not gonna go down like that, and you have a lawsuit. So even with you know, screenplays, you have to have permission. Copyright and WGA for your scripts, they need to be registered. Any work for hire agreements, DPs, uh, producers, PAs, first ADs, any work for hire, they need to sign off on your production. Anybody that's gonna go in those credits needs to have an agreement. Um, locations. Locations need to be signed because if you go film at Starbucks, and I can see that it's a Starbucks, and then you're now streaming online, and Starbucks is like, hmm, no, we don't want to be a part of your film. You're gonna have to take that down, or somebody's gonna have to give us money for using our brand. Um, talent agreements. Your talent should have agreements giving you permission not only to um produce and sell and distribute the film, but to be able to market. You know, as EPs, we use trailers, we use cover arts, all of these things. They have to give you permission for that because somebody can come back and say, Well, I don't want to be on your trailers or I don't want to be X, Y, and Z. You know, that doesn't matter as long as you have permission, which is why, um, especially in reality TV, where um talent comes on, and 10 years, we're still seeing, you know, reality shows from 10 years, and they're like, I don't like that anymore because I've changed, I'm a better person. But it doesn't stop the fact from the network from doing distribution for it. You signed off for it, they can do as they please. So that is you want to make sure that you always include with talent that you can market. Okay. Music licensing. If you want to use, like me, Young Jeezy, you have to get his permission. You can't just put, you know, Beyonce on the track and say, she's cool with this. So you got to get permission from these people. If you're thinking about using certain music, you got to have permission. One of the easiest ways, I think, for me is just to get composers to get you some music. And I think that's easier for indie filmmakers. Um, any footage or image rights. So if you're doing documentaries and things like that and you have B-roll, if you got businesses in B-roll, they need to sign. Um, if you're going to be using stock images and things like that, that platform, you need to go and look through their FAQs and make sure that you have permission to use it on films that either can be filmed at festivals or streamed online or to be monetized on. Everybody, from stock footage, from um audio or sound effects that you have to get from these platforms, they have to, in the FAQs, they need to give you permission and you need to have that printed out and you need to know what your rights are inside of that. Also, any trademark clearances, logos, Nike, Apple, Mac. We've seen people film, and I've done it before, where I may cover the Mac uh logo sign because I don't want you to know it's a Mac, but I know it's a Mac, but I just don't want to have Mac, you know, come for me. Or people may blur it out. When you may see some, you may have seen films and it got the logo blurred out. This is because they don't have permission to actually um use these brands. My biggest thing for that is just contact the brand and ask them. And usually brands are pretty cool with, hey, sure, you can use it. Sometimes they ask for your script, sometimes they don't, sometimes they just say okay, but at least you have that in writing so that when it's time for distribution, you don't get in any trouble. Um, every agreement, this is just a list of what the agreements stand for. If you want to take a quick screenshot, you can have it. But these are just some of the agreements that you actually need to have a clean chain of title. And just remember, everybody needs to have a signature on everything that you are doing. All right. Um, there is a difference between NDAs and agreements. So people are going to be signing two things. NDAs are really just kind of what protects your idea before you actually start sharing your idea. Or NDAs can protect, hey, I don't want you to post this project online because we're just going to be doing filming and we have a different marketing plan. So NDAs just kind of protect people from talking about the project. That's where it's at. Agreements actually assign rights during production. So you're going to need an NDA to protect your idea, but they don't transfer over ownership and they're usually just a one-pager. Sometimes people send them over when they're trying to get people to read their screenplays and et cetera, and share concept ideas. But then your agreement and contracts you the rights. They gives you um they transfer over ownership or they confirm ownership. Um, and these are usually legal documents and they're pretty long, pretty big. And, you know, sometimes production companies get their legal team to draw up contracts and agreements. Legal is expensive. I always advise it if you're thinking about distribution. Have an intro call with a lawyer, just an entertainment lawyer. Hey, this is what I'm trying to do. What do you think I need to have done? And at least you'll have a checklist if you can't afford them. At least you will know what it is that you need for your project. You can also get um entertainment lawyers to um type you up mock documents and agreements that you can continue to use for your production company because it may be the same on every project, you know, in this may be the same language for every director, for every DP that I hire. So, you know, invest a little money and get those documents that you need so that the terms and everything gives you permission. Because if a lawsuit happens, and I'm not against ChatGPT at all, trust me, I use it. But, you know, if Chat GPT said one word wrong, then you may be having your film taken down for distribution. So just make sure that your legal contracts look really good. All right. And again, if you do not have these documents, you will not be able to distribute your project. You will not be able to license your content. And some film festivals that have distribution deals aligned really want you to have a clean chain of title because maybe their festival includes a distribution deal. Also, you won't be able to get EO insurance. And, you know, you want to protect yourself in case someone says, you don't own this, or that's my script, or that's my story. Um, again, I always advise legal to be a part, even if it's just in one phone call. But if you do have the money to afford legal, legal can come on to your project, get all of your documents that you need together for your chain of title because it is some work. You got to have cue sheets and you know, you got to have uh trademarks. You just gotta have so many things to be able to go through distribution. And if you have the funds or you need to include it in your budget when you're pitching and looking for investors, please do because they can really help in delaying any deals. They can make sure you have all your paperwork done. You can send your team over to sign where your lawyer is, where your legal team is. And then they're just going to really ensure that you have control um over your work and that you can use it for revenue streams. So, you know, legal is really important when you're talking about moving over from a hobby to a career. Like, I want to do this right so I can milk this cow and take advantage of um, you know, distribution deals and owning my IP. So, my final tips on this section is to always get anything and everything in writing. Whoever's on your team, you should have an agreement with them. Register your script and treatment early, collect agreements as you go, not at the end, because this can be a big hassle. Keep all of your files in a secure folder. And just another tip: if you are having people to uh sign Adobe or in person, give them a copy. And then you have one copy in your home and then you have another copy somewhere else. I always advise um to have copies of your hard drive and documents in another location. I have personally had a house fire. We saw LA have a house, you know, fires, and if those documents are burnt, then you don't have anything to help you legally. So always make sure you have a backup to where all of your files and and um drives and stuff of your footage have a backup in another location. Um, you want to use NDA during development. And you want to use contracts during pre-pro and uh production. So remember those things. All right. So those are your final tips into what makes a chain of title. I do have a friend that I work with, Marissa. I love her. She is an entertainment lawyer. She is positioned in Atlanta. If you guys are looking for someone, um, you can reach out to her. I do want to show you real quick another document because this is what she will share with you in case you give her a call. These are all of the things that you need for a clean chain of title, from copyright to production agreements to music documentation to insurance to stock to paid ads, uh, final cast list. You just need a lot of things in order to have distribution. And so if you are looking for some legal, um, Marissa is amazing with working with uh indie filmmakers, or just find another entertainment lawyer. Um, you can screenshot that, send her an email, follow, and let her know that um showrunner sent you over there. All right. Real quick, because we got a few more minutes, I want to talk about that EO insurance that I was talking about earlier. It is called eras and um omissions. And so, what does that mean? This is the type of insurance that you need for distribution, where it protects you, the producer, from legal claims. So, you know, copyright infringements, defamation. Someone is saying something about you. This is where your insurance comes into place. Um, you use someone's image and, you know, forgot to get their signature, or you didn't know that um a certain website did not authorize you to use that music or the footage, or you may have, in all fairness, chat GPT your contract and it's a small error that is in there. What EO insurance does is protect you from the small things in case you have uh missed something. Um, EO insurance can protect you. Now, there's a difference between film insurance and EO insurance, just so that we're clear and you always need both. Um, film insurance is what happens on set. So any physical things, injuries, equipment damages and losses, you know, vehicle accidents and things like that, you're gonna need film insurance. And that is usually for production. If you have SAG actors or you got to get workers' comp and caste insurance, you usually will get film insurance. So that is what happens on set. If something goes wrong on set, you have insurance to protect you. But EO insurance is what happens for distribution after you have wrapped um to get your film seen.

unknown 21:59

Um

SPEAKER_00 22:00

To distribute, sell, and stream that. So an overview is actors get injured, that's film insurance. You didn't get your music cleared. You need ENO insurance. Um, I also try to tell people like, especially with documentaries, right? Um, people have their different stories that they want to tell, and somebody will get up there the talent and say, This is my story, I want to tell it. And once it airs, someone may say, They are lying. That is not what happened. You know, you want to make sure that talent has given you the agreement permission and clear things away. Um, the thing about the EO insurance is majority of networks don't want to risk an indie film or even a major film. Um, a million-dollar film that you shot, you don't have EO insurance, you put it on the Netflix platform, then TikTok comes and says, Why did you use um our platform in your actual project? And do you have permission? And then you say no. And instead of like Netflix getting the lawsuit, because that's not what they're planning to do, um, that person or that brand or that company actually shoot sues whoever is providing your EO insurance. So therefore, it's a barrier to make sure that these networks never get sued for small mistakes, but sue your insurance company, not us. And so that's what EO insurance is. It's just, hey, sue the insurance company, not the network, in case a high-risk project goes wrong or something has fallen in between the gaps. Um, film insurance protects crew and gear, while EO insurance protects the creative content, the permission. Um, one covers what happens on set, um, and the other covers what happens after it's out to the world. So when you need both, is when you're thinking about um distributing your film, licensing it to a network or streamer. Um, you're applying for completion funds. Are you going to sell your project internationally? Then you're going to need EO insurance. It's just a part of the delivery deal and package. And it's very expensive. It can be, it kind of works like a regular EO insurance. You pay for a three to five-year term, you pay an amount. And if you pay for a three-year term with um EO insurance and you have a Netflix deal, it will stream on Netflix for three years. After those three years, um, which is done, then you either got to renew your EO insurance for it to be another three years, if that's what the networks wants, or they will drop you. So if you're planning to have your film consistently stream on networks, you have to consistently have EO insurance. All right. So just to give you a bit more detail on how EO insurance works with uh distribution, um, distributors just want legal protection. They don't want to be held liable if someone sues you. Um, and so they're like, we don't feel like um, you know, teaming up with lawyers and coming out of pocket. Um, and so that's why they demand it. And so you need it when you get ready to deliver your final project uh to that network. They will give you your, you know, insurance will give you the clearance because they have checked off your cleanup title. They have checked off that, okay, this person has all of the extra contracts. They have the agreement contracts. We have gone through their film and we didn't see Nike or Apple, so they didn't need that. Or if we did see Nike and Apple, we have confirmed that um they have permission. So they kind of pretty much just quality control your project and check everything and make sure that, you know, you have your cue sheets and closed captions and things like that for your actual film. And just real quick on how it works. So, say, you know, you do get in a jam and somebody decides to sue you and your project, the ENO, you don't even come out of pocket. You give that claim over to your insurance company, or they sued that insurance company and that insurance company finds legal, they find you a lawyer, they go and do the case, and if it's any payout, they pay it. And this doesn't come out of pocket from you or for Netflix. Um, and I think it's really great that you can still protect your assets with the E and O insurance. So it's really beneficial. And I recommend just always having a good clean chain of title to protect you during all, you know, just during that distribution phase of your production. I just want to talk a little bit about an LLC. And I recommend at least to be have some type of format formation. This is not for me to tell you what, work with an accountant to see if you want to be S Corp, C Corp. I don't know how everybody, you know, files, but have an accountant so that you can kind of have some type of formation, LLC minimum. If you're like, I don't, I can't afford accountant, I don't have legal, um, just LLC, you know, this this will protect you. It also looks really good when you are having these agreements and NDAs put out there, whereas a showrunner production LLC. You're not writing checks to me, Michelle Daniel, if you're if I'm looking for an investor. Um, you don't see the contracts and agreements coming over, Michelle Daniel and uh Darrell Williams. That's who I see in the group. And Daryl Williams. At first, it will say a showrunner production LLC and Darrell Williams. And I that looks really professional. And as you are applying for some grants and things like that, they do require some of them require that you are registered. So, again, a couple hundred dollars can get you an LLC formation. I advise it, you know, when you're talking about getting ready to sell and distribute your project and crowdfund and looking for an investor's, it just looks very professional. And you're going to need some type of formation when it's time to get a clean chain of title because they need to uh verify that information. So, you know, if you are unsure of this is a lot, I don't know. Hire an accountant, hire a lawyer, hire someone in your legal team, have a one-on-one session with them, let them know that what you're trying to do, and let them know what it is that you should have done. Hey, you need contracts, you need agreements, you need this type of formation. Um, this is when you need to get EO insurance. Uh, this is when you need to get film insurance. They can kind of really help and guide you, or just do a lot of research so that you can make sure you have all of the things you need to be able to sell your project. And most importantly, this is what really makes you go from hobby over to Tyler Perry. I like to talk about Tyler Perry a lot because he owns his projects. He has good clean chain of titles that no talent of his or no crew of his can tell him where he can and cannot stream his very first film, that he's still making money off of and monetizing. So he has permission to go to BET, to go to Netflix, to go to any network he wants, because he has a clean chain of title and can't no one tell him what he can and cannot do. And so now when we're talking about hobby versus career versus full-time monetizing, um, owning IP, that comes from having a good clean chain of title. All right, guys. I hope this mini masterclass really um spoke to you and you got some tips and gems from it. Again, I teach this in my 21-day, of course, in more detail, but we only had 30 minutes to uh cover it. If you don't have time to attend my 21-day class, you can go and purchase a pre-recorded 21-day webinar. And I talk about treatments, I talk about pitch decks, I talk about product placement, brands, sponsorship, chain of title, distribution, festivals, everything to get you in a really good position as an indie filmmaker. All right, I'm gonna open the floor to any questions that anyone may have. Um, please step up. And if you want to attend um another free class, I have um the festival free masterclass is coming up. So join and be a part of one of um those classes. And I'll just be posting more um uh free classes and I have a free podcast, which I go over some information like this. I'm actually I actually recorded this replay. So you can go check it out again if you missed any tips uh uploaded to my podcast. All right. Any questions on chain of title? Any questions? And that's a wrap. All right. If this has helped you think differently about your film, do me a favor, share this to another filmmaker who needs it. Turn on your notifications so that you never miss an episode and leave a review because that's how we grow the community. If you're ready to go deeper and actually build your project the right way, head over to showrunherd.com. You can download free resources, watch pre recorded trainings, or book a one on one with me. I'm also available for hire if you need an executive producer who understands strategy. I'll see you on the next episode.