Business Basics for Creative Entrepreneurs (Webinar)

Welcome to Business Basics for Creative Entrepreneurs. I am Tisha Morris and thank you for being here. I'm the founder of Legacy Arts Law and I help diverse voices tell their story for a better world. And in doing so, I represent content creators, business owners, and film, publishing, books, music, podcasting, licensing, and intellectual property. And really, I call this creative entrepreneurship or creative entrepreneurs, really anyone who starts a business. Is creating something. So we're, we're all creative entrepreneurs in some, in some aspect. For my filmmakers in the room, there are some specific things I will, will call out for you. Just a quick disclaimer, because I am an attorney, the information that I'm going to be presenting is for educational purposes only and does not contain specific legal advice, nor is there any attorney-client relationship that will be formed today. That is for another day, hopefully. And that being said, when you ask questions, try to phrase them not so much specific as to your, your exact situation, but more of a broader general question for educational purposes. All right. Okay. So just, just because this gives us a little rundown of what I'm going to be covering today. The first is your business entity. That includes the name of your business and all the different aspects that go into that business entity. And then I'll move into copyrights and trademark, copyrights and trademarks, basically the intellectual property that's kind of the pillars of your business. And then the most common contracts that are needed. And then we'll, as I said, save time for your questions. Okay, so let's get going. Now, probably everyone in the room already has some business entity, even if it's just a solo, even if you're just a solo practitioner. I kind of think of it as your container. And it really is step one for your business, but it will evolve over time depending on the size and exposure of your business. As it changes, gets bigger, or maybe you're going more into retirement and you want to kind of shrink it. So either, either direction might call for a different business entity. And just know that all business entities will affect your taxes. And so before making any change, you might discuss your options with your accountant. I'll be touching on just some basic aspects regarding taxes because it is inherent in the, in the business entities. But just know that I, taxes are not my specialty. Okay. So the most, the most basic and easiest form of a business entity is a sole proprietorship, sole, solo, however you want to say it. And this is, you don't have to do really do anything. You can just say Tisha Morris, Esquire, and basically that's about it. And my taxes, as I just said, I was gonna not cover taxes, but it's hard not to cover 'em in some cases. As a sole proprietorship, it's a Schedule C, pretty straightforward as far as your income expenses. You do have to pay self-employment taxes, which is a little bit of a, little bit of a gut punch because you're paying for what the corporation would normally pay for plus what you would pay for. And, but you could Nancy's Crochet or Tisha's Cleaning Shop or whatever. It's, it's an easy mom and pop type thing without even doing anything. Now, if you start to get kind of creative with your business name, then you would need to do what's called a DBA, doing, doing business as, and that's filed with your city or county. And it's rather simple. So my examples here. Let me get my little pointer. Where's my pointer? Oops. Oh, hold on. There we go. Laser pointer. Okay. So Tisha Morris, Esquire, I would not need a DBA. The Law Office of Tisha Morris or Morris Law, I would not need a DBA. Legacy arts law because it doesn't have my name in it. I would need to file a DBA if I'm doing a sole, if I'm a solo proprietorship. I keep going to sole proprietorship or solo practitioner. All those words mean the same thing and kind of get jumbled. So very simple. You don't need to even do anything. You can just start tomorrow. Okay. Now a partnership is composed of 2 or more people and it's kind of like a sole proprietorship, but there's 2 or more people. And you contribute money, labor, skills to do a business. Each partner shares the profits and losses and management. And so what's important here, it's a, what's more important here is that you don't form a partnership, uh, unintentionally. Okay. There is a presumption of law if two people are working together that they are kind of in a partnership. So you don't even need anything formal for there to be a partnership formed. Okay. And so a lot of times part, and the only reason I'm really calling out partnerships at all is because you'll see language in a lot of agreements that this is, that this is not creating a partnership. Okay. And you see this a lot in collaboration agreements, which is, comes up a lot in kind of creative businesses. So in a collaboration agreement, maybe you're collaborating on a book, a song, or workshop or whatever, that just because you are collaborating on a project doesn't make you a partner. And so a lot of times in these agreements, you will, you'll see called out, or it should be called out that we are not creating a partnership because then you are in bed with them, so to speak. You are, you are sharing profits, but you're also sharing the losses, right? And so it's a pretty serious endeavor that you are in. And so if you are, if you actually are intending to form a partnership, then you definitely want a written partnership agreement spelling out all these terms, in which case it doesn't have to be 50/50. It can be 60/40, 70/30, or a silent partner and a lot of however you want to create it. Okay, so making it very intentional. Now let's skip down here to LLC. This is one of the more common forms of business entities, and a lot of times people go from being a sole proprietorship to a limited liability company. Okay, that's usually the common jump from there. Once your business starts to get bigger, get more income, then you switch over and become an LLC. All right. An LLC is, it can be a single member, meaning just one person, or it can be, it can be two people. It's kind of like the partnership, but it's a, but it's an LLC, or it can be up to 100 members. All right. After over 100, then it needs to be a C corp. Okay. And with the LLC, the everything flows through to to you. So the taxes, there's a, a, a flow-through to where you, your taxes are not taxed like a C corp, which has a double taxation. So it's more favorable for tax purposes than a C corp. But there's a lot more, there's not just a lot more, there is paperwork, uh, a lot more paperwork than a sole proprietorship. There are state fees that come along with an LLC. In addition to, I'll walk you through in a minute, kind of the steps of forming an LLC. But you, what, what's really the most important part about LLCs is it provides liability protection. Okay. So if you are in a business where you think you have any chance of getting sued, which is pretty much any business now, then you want to consider an LLC. Now, That being said, if you are a sole, a solo, if you are a solo practitioner or a DBA and you have kind of a low liability risk, but still you kind of, there's a nudge in 3 o'clock in the morning, then you could get insurance, like a professional type liability insurance to where if you don't feel like you're quite to the level of doing an LLC. Than having a solo practice— practice. Oh my gosh. Solo practice with insurance. So, but if you have a significant amount of, of exposure, then the LLC would definitely be a consideration for you. Okay. Now you hear a lot about S corps. Just so you know, that's actually not a type of business entity. It's actually an IRS designation. Okay, so if you want to be an S corp, which the reason you would want to is because it helps avoid those self-employment taxes, not entirely, but for the most, significantly avoids those self-employment taxes. Instead, you're paying, you're doing payroll. If you're a single-member LLC, you're doing payroll for yourself as an employee of the LLC. I won't go into any more tax than that. That's enough for today, but just know that is usually the reason someone will opt for an S corp. So if you were to file an LLC or start an LLC, then you would usually accompany that filing and file your S corp election with the IRS. Okay. But a lot of people think S corp is a type of corporation and it's actually not. You would want to do that filing either ideally immediately upon, upon forming the LLC or within, after, after a year or two, it starts to, the IRS starts to get a little suspicious and, and you kind of lose that window of becoming an S corp. Not impossible, but you have to file an extra thing with a reason of why I'm late. Don't blame it on your attorney. Okay. Now I wanted to do a little call out here on the type of business entities that are common in film and entertainment. All right. Now, all of these I have listed here are LLCs or corp— or C corp. I didn't, I actually didn't list C corps, but just know that a C corp is if you have over 100. So that's when members become shareholders instead of LLCs have members. C-corps have shareholders. And so after 100, if you have more than 100 members, you don't have to have any members. You can have just one person have a C-corp, but there, the taxation benefits you lose. But with a C-corp, you have shareholders and you have bylaws. All right. With the LLC, you have operating agreement, which I might go over in a minute. Now. For these business entities in film and entertainment. All of these I list here are usually they're LLCs, but they could be corporations. All right. The first is what's called Single Purpose LLC. And even though I'm calling it single purpose, or sometimes it's called SPV, it's still just an LLC. All right. So it's not like there's a special category and under state law for SPVs, it's really an LLC. We're just calling it an SPV because that's common terminology in the industry. All right. And so an SPV is often formed for a specific film. So film becomes its own LLC. All right. And so this helps shield the, the either, whether it's a parent company or the producers from liability. And it also helps it. So if you, when it, if you're, if you sell it off to a third party, Then you're selling off that LLC. So it just makes it all cleaner and administratively easier. And so all your contracts will also be in the name of the LLC. This is a good example. If your film is called Blue Ocean, then perhaps, I mean, it doesn't have to be, but it could be Blue Ocean Films LLC, Blue Ocean LLC, whatever. But usually the, the SPV is. Has some form of the name of the film, just to keep it easy and clear. Now, you might be a producer and you might have your own production company, or maybe you're a solo practitioner and you are a producer. And so you, if you have a production company, then basically your As a producer, you would contract with the SPV, with the film. So if you're doing production services on Blue Ocean Film, then that agreement would be between your production company and Blue Ocean. So the, the point I'm making is it keeps it separate. Okay. And that's important again, when we start getting investors and start getting all these other parties involved. You want it separate from your own, your own accounting, basically from your, your own tax filings, your own financial reporting, all of that. You want to keep it separate. Now, if you are a producer or producer/writer/director type of person, you do a lot of things in the, in the entertainment industry, then you probably want to consider having an LLC. And so that for all the reasons anybody would want to have an LLC. Okay. So it's not any other different reasons than anybody else. Again, liability protection and tax, tax easability, and again, keeping it separate from you personally. Okay. And then another common type of LLC in the industry is what we call loan-out companies. These are personal service companies formed by actors, writers, or directors Again, it's, these are all just, these are all LLCs. It, there's no, even though I'm separating them under the law, there is no separation. Okay. Um, this is just like what I described here. It's just a way for Jane Smith. We usually, this is common for actors. We call them loan-out companies. So it could be her name, Jane Smith Entertainment Inc., or whatever the case is, JS. Actress, whatever you want to name it. But that's usually called a loan-out company. And then another type of LLC, LLP, or corporation is for, is for financing. And a lot of times for smaller films, this, this entity is the same as this entity, as the SPV. And bigger productions, it would be separate. And so it's contains the investors. Whereas if you are raising funds for Blue Ocean Films, LLC, the operating, operating agreement, or the, the members would include the investors. So in which case you would have the, the, the managing members that have the vote would have voting rights, and then you have the non-managing members, which are the investors without voting rights, so that could be split up within the SPV operating agreement. All right. That was, that was a lot I just said. If I need to further discuss that, I will at the end. But it's, it's a pretty sophisticated— when we start to getting into film financing, that kind of gets into another level of complexity. And yet just know for, you Again, part of today, today is spotting all the issues and then you can see where you need to fill in your own gaps for your own business. Okay. So just a quick run through of the essential steps for setting up an LLC. And this could be for any type of business, whether it's a, whether it's a film, a coaching business, me, a law firm, just as an aside. Not to get too geeky, the, my law firm is Legacy Arts Law, P.C. I am not going over PCs. That's professional corporation, and that's for certain industries that have licensures. We have to be PCs, at least in California we do. That's professional corporation, and it's very similar to an LLC. Okay, so the first step is your entity name. And I'm going to go over your business name here in more detail in a minute. So we'll just sidebar that for a second as far as the considerations into your entity name. The next would be state of formation, and that brings up a whole host of questions. If you— so legally you can file an LLC in any state, I guess any country as well. I don't know other countries' laws, but any state you are, even if you live right here in California, you could file it in You guessed it, Delaware. A lot of people, what we call forum shop, for the best, the best laws for, for what we need. As far as if you're in film, usually California or New York is the best way to go because their state laws are film-friendly-ish. And I did have a business, my old business was based in Nevada because It's cheaper. However, the state of California, just FYI for my California people in the room, will chase you down if you live in the state and you still have to pay the $800 a year franchise tax. So you can, you can run, but you can't hide. Not that I was trying to, I just didn't know the, didn't know the, the law at the time. Okay. So the articles of incorporation or articles of organization. By the way, all of the, all of business entities is state law, so it's going to vary slightly state by state, but in essence it's consistent and it's in the big points. So state articles of organization sometimes are called articles of incorporation, and you file it with the Secretary of State in the state that you're going to be filing your LLC in. You need to know your, the name of the LLC. You need to have a registered agent. That can be you, it can be your mom, or it could be your— if you don't live in the state, it would be— or in any case, you could just have a service be a registered agent. That way your identity and address are private. But definitely if you're like, if you live in California and you want to file a Delaware LLC, you will need someone registered agent in Delaware. Those services are a dime a dozen, so it's not a big deal. Same with the business address. And then the member manager, so that would be you and/or— not and/or, be you and then if it's just a single-member LLC, it's just you. If you have several members or who— as many members as you want, then you would have— need to have all their information. This is a simple form to fill out on most Secretary of State websites. It took me about 10 minutes on the California website for, for, uh, well, for all my companies. And so this part is, is actually really simple. Okay. What becomes a little more complex is what's called the operating agreement. And this is a, what we call internal document. So this isn't anything that's filed anywhere. This is basically a a kind of, you think of it as a private agreement and it is, it sets up the kind of expectations between the parties. And if it's just, if it's just you, if it's a single-member LLC, this isn't as important. And in fact, you can get away with not having it at all to a certain extent. I mean, in some cases it's, you might need one where the third party is asking to see it or something., but, but it, it really is essential for 2 or more members of the LLC. All right. And this document is something I do quite often for clients, particularly when you start getting into multiple members. Anytime you have multiple people, it's good to have kind of a mediary, intermediary person who can kind of know the right questions and make sure everything is clean between the parties. But this is a pretty sophisticated document that has a lot of really important information. That one being obviously the list of members, but their percentage interests. So, and their capital contributions. So if one person is putting up $100,000 and the other person is putting up $20,000, or let's put it 80/20. If someone's putting up $80,000, others putting $20,000, are the membership interests 80/20? Or is that $20,000 person going to be putting a lot more work into the business to make up for their, their other? So all these are important questions. Also the voting rights and how decisions are made. Is it majority? Is it quorum? All those types of things. This adds another level of complexity if this operating agreement includes a Investors, investors, that, that has a whole nother ball of wax to it, but the investors would be, would be non-voting, non-manage, non-managers as part of that operating agreement. So that would go in this agreement as well. All right. Also how profits and losses are allocated, that kind of goes along with, so you have percentage interests, usually that is consistent with how profits and losses are allocated, but not necessarily. Again, if there's investors as part of this, how the recruitment plays out, and then the dissolution of the LLC and also succession. So if you, if you have several members of the LLC and one of them passes, then what happens to their interest? Are you suddenly in business with their spouse, for example, or does that interest get, go to the other members for for, for like a buy-sell type situation. So those scenarios are also contemplated ideally in the operating agreement. So this is definitely something you would want an attorney to help you with. This part of actually forming the LLC is pretty simple. You could do it yourself, or there's some services that are, that, that, that are very reasonable. I like mycorporation.com. Again, you could do it pretty simple, simply yourself, but the operating agreement is where you, I would, if you have 2 or more members, would have an attorney help you draft up. Okay. After that, you want an EIN number, your employer identification number. That's free from the IRS website. Make sure you have the right website and not end up on some third, some third-party scam site. All right. Open a business account in the name of the LLC and separate your, your income and expenses from your personal, because you don't want to, what we call, pierce the corporate veil. So keep, keep your personal stuff separate from the LLC. That's the whole point. All right. And then from there, you're off to the races. For my film people, you would register for any permits and licenses in that you need under that LLC. And then all the, any contracts that you have would be in the name of that LLC. Accounting and bookkeeping, that's pretty obvious. And then if you need insurance, that would be in the name of the LLC as well. Insurance takes on a little more nuance for my film people. There's general liability that you need for on set. And then after, after the film is made, an E&O insurance is oftentimes needed for distribution. And that prevents or protects, excuse me, for any, a lot of different rights that could come up that were infringed upon. Allegedly, of course. And that's something a lot of times an attorney is needed to clear the film in order to get that, you know, fair use letter. Okay, let's talk about your business name and the considerations that go into that. Now, if it's just your name, Tisha Morris, Esquire, simple, right? And if it's the film, If it's SPB for the film, usually it's an iteration of the film name. And so some considerations, I'm going to skip to kind of the bottom one first, is making sure it's not trademarked. Okay. So you don't want to infringe upon someone else's trademark straight out of the gate. So you want to do a search and also this kind of coincides with this other confusion, other businesses confusion. If it's not, even if it's not trademarked already, is there a confusion with another business with a similar name? So that's the first consideration, making sure. So I, for example, Legacy Arts Law, I did lots of research to make sure that no one is using it. I got the URL, which checked that box. And just because you have a URL doesn't mean you also that the trademark is clear, just so you know, URL, the website is completely different from whether it's trademarked or not. Same with the social media handles. Okay. So these are all considerations to think of like, okay, can I, what's, what kind of URL options do I have that are the same or at least similar? TishaMorris.com, obviously your name is always a good one to have if you don't already have it. And then, yeah, what's available with social media, if there's a particular social media platform that you plan on using, checking it to make sure there's not a million other Tisha Morris's or Lexi Earthlaw or whatever the case is. I'm gonna, we're gonna go into trademarks in more detail in a minute. So kind of put a pin in that for a second. Okay. So let's move into copyrights and trademarks. So this is your business's IP, intellectual property. Okay. Now copyrights and trademarks sometimes get confused of what, which one's which. And copyrights is, think of it as your work product. So like something that you've created, a work product. And so the legal definition is original works— original is important there— of authorship affixed in a tangible medium of expression. Tangible is the important word there. And tangible medium can be paper, sheet music, electronic files, paint canvas, a napkin, anything that's physical. Okay. Now, just having an idea floating in your head. Is not a tangible medium and it's not copyrightable. You've probably heard ideas are not copyrightable. It needs to— but if you suddenly have this idea and write it on a napkin, suddenly, instantly, you have copyright. Okay, you have copyrights probably sitting around your house all day in the form of notepads and So you have a copyright, even if you never file it with the Copyright Office. That being said, once you kind of put it out into the world, you do want to claim ownership over that because this is your work product. Obviously a book would be a good example, a piece of music that you've written, piece of art, a photo you've taken, a screenplay that you've written, a film that you've made. All these are good examples of your work product. Product. And so the copyright in that work product is the huge basis of pretty much all creative businesses. But it's a workshop, a website, a film, a book— all of these are, are the IP that is the basis of creative businesses. In a lot of cases, a term of copyright is a life of author plus 70 years. So So your copyright, let's say it's a book, lives on after you. Okay. If you hired someone to create something for you, that's called a work for hire, which is why a work for hire agreement is important to prove that. Okay. So if I hire Jean to write a poem for me, if she just wrote it herself, she would be the author of that poem. And so it'd be her copyright, but the fact that I have a work-for-hire agreement between us that I paid her for that, for her to make that poem for me, makes it a work-for-hire. And then I own that copyright, even if I didn't create it myself. And so that's such that we're going to cover that when we get to contracts, but that's kind of an example of when and how and why a work-for-hire agreement is essential in some cases. Comes up a lot with hiring an illustrator for a book. Do they own the copyrights to those illustrations or do you as the author of that book? That's a common example. So anyway, if you in fact do have a work for hire that you paid someone to do, the Jean's poem that I hired her to write, I have that copyright for 120 years. When these copyrights expire, that's when they become— they come into the public domain. So you've probably heard that phrase, it's like in the public domain. So it's, it's free to use, so to speak. Otherwise, someone has a copyright on a particular work. All right. I wanted to touch just briefly on the latest with AI and copyrights, kind of get ahead of some questions on that that I usually get because it's really unclear. It's pretty muddy right now. And it just got even muddier because the registrar, which means the director of the Copyright Office, just got let go by the current administration. And so just when they published reports on their latest position, they— Shira was let go. And so who knows what's going to happen next with AI and copyrights. But as it is now, you can have AI assist you in the creative process and still have the other copyright something. So the point, the question is, because you want it, you want a copyright. Let's say you wrote a book, you want to have that copyright in that book because that's your IP. And now we know that you have it for your life plus 70 years. Okay. Very important. Piece of ownership that you own. But if you had AI write this book for you, you, under the laws right now, could not copyright that book, and therefore you don't have a copyright. So you can see how this plays— this is very important. As it currently stands, if AI merely assisted you, let's say you— I don't know if any of you use grammar, like Grammarly or ProWritingAid these days— they have AI now built into them. So You use it to edit your book or something like that. AI is assisting you, but it's not writing the book, in which case your book would still be copyrightable. However, if the content is entirely generated by AI, then it would not be copyrightable. Okay. Now there's a vast amount of— there's a lot of gray in between those two examples. Here is another, it's actually this language here. Feel free to screenshot any of my slides. I won't send out the deck, but feel free to screenshot. These words actually are copy and pasted from the latest Copyright Office report. So these are not my words. I have copyright infringed the Copyright Office's words. Actually, I haven't because it's for educational purposes. So I'm good. A film that includes AI-generated special effects or background art is copyrightable, even if the AI effects and artwork separately are not. So you could, let's say you, yeah, you like inserted some AI special effect into your film. That special effect, let's say it's some weird character that shows up, may not be copyrightable, but the film as a whole would be. And in filing that copyright, In good faith, you're supposed to call out any aspects that were created by AI and kind of separate it from the work as a whole. If you have something that's a little dicey, then you might have an attorney help you file that copyright. Otherwise, it's fairly simple. Here is, you would register your copyright at copyright.gov. This is a screen grab of the actual copyright.gov site. Once you click in file a copyright and it breaks it down into categories. So these are all the common categories for copyright material. Okay. You'll notice that does not include ideas, facts, concepts, and general principles. All right. Going back to that, that tangible medium of expression. Okay. So I did just say that you have a bunch of copyright sitting around your house by virtue of your notepad. And yes, that's true. And yet you would want to file your copyright, not necessarily of your notes, but of anything that you don't want others infringing with the Copyright Office, because that gives you extra special protections. Okay. So, and it creates an easier way to prove that you were, that was your copyright. So there's provability and then there's damages that are much better and less proof to show in having and proving that you were infringed upon. So that's the main benefit of filing with the, with the Copyright Office. It's fairly simple. I mean, it's a little clunky, but it's, you can walk through the steps. The platform's a little clunky, but it's, it's otherwise easy. It's like $65 for a copyright. And you will maybe one day get in the mail, like a year later, of your certificate of copyright. Don't, don't count it though, but you do have proof. It is, there is a register or there is a, you can go in right now and if you have filed any copyrights, you can search your name. So Tisha Morris, you can see what books that I have under my name. So it's a fairly easy search. And so you might not get your certificate in the mail, but but it will be documented in their system. So once you have a copyright, what can you do with it? What's the point here? Well, 3 main, 3 biggies, particularly, this is particularly important in film and books, really even courses, really any copyright, these 3 options come into play. So you can use it. You can sell it. You can, you can, or you can You can use it however you want, basically. All right. But more importantly, if we're trying to make money, we can license it. All right. Allow others to use your copyright under certain terms and conditions per the agreement for a certain amount of time. You can, it can be exclusive or non-exclusive. Non-exclusive means multiple people can have this license. Exclusive means only this one party can use this license. Really, a publishing, a book publishing agreement, all it is is a license. It's a license for this. Publishing company to use my manuscript for their purpose, to exploit for their purposes for a certain amount of time. That's all a publishing agreement is. It's a license agreement. Okay. For coaches, coaches or people in this like more service industry, your courses, if you're going to license your course out to others for them to use, or like for your teacher and you have students and you want to license your content to them, that would be an example. So your course material would be copyright and then you would license it out to certain people through a license agreement. This would be another example when you would want an attorney to help draft that license agreement. When the license comes back to you or when it ends is important. So a license inherently has a time period. The other thing you do is sell it. So you can sell your copyright for a fee. This is kind of the underbelly of the entertainment industry of selling a screenplay. So you would sell it for a fee. If you have it filed with the copyright, then we do an assignment of the copyright from you to the other party. Or if you're buying it from someone, they would assign it to you in exchange for, for the fee. All right. Okay. Let's talk about trademarks. This is about your brand. Okay. Now we just talked about the stuff you make and produce and create, but let's talk about your brand and how to protect that. That's trademarks. Okay. And. Not every brand, not every business needs to have a trademark. Okay. It depends on if you're— it depends on a lot of things, and we're going to discuss that now. So the number one thing is your name even trademarkable? I'll come back to that in a second. A trademark is a word, a phrase, symbol, design, or combination of these things that identifies a product or services. And the point is to distinguish it from competitors. Okay. It could be your business name, a podcast name, a course name, the name of a method, name of characters in a book. What is not trademarkable is titles. Titles are not— so the title of a movie is not trademarkable or copyrightable. Okay. Until, unless it becomes a brand. So when Harry Potter was first came out on the market, it would not have been trademarkable or copyrightable. Now it has become a brand and now it is a trade— can be trademarked. But for the most part, and song titles can't be trademarked, but business names, podcast names, course names, method names, also any symbols, your logo, perhaps. Do I need to register my trademark? Okay. It's very similar to copyright where as soon as you create it, you, you have it. Trademark's similar as well. In fact, it has to already be in use for it to be trademarked. Okay. So I had the, I had the name Legacy Arts Law for quite some time in my, in my head before I created my website and my business cards and actually started, launched the business. I could not have, it would not have been trademarkable at that time. Now I could have. Reserved a reservation for future trademarking, that's possible to kind of save it, but I can't actually register the actual trademark until it is in use. And so it's kind of like, which comes first, the egg, the chicken or the egg? Because you want to, you don't want it to get copied or stolen, so to speak. You want to be the first one. And so it's important to register it. The timing there is a little bit can be important if you think this name is like in the zeitgeist. So does your business need a registered trademark? Not necessarily. Okay. And a trademark, to register a trademark is a lot more complex than a copyright. A copyright like rarely gets denied. I mean, like they pretty much, unless it's like has the whole AI thing, unless there's like a big AI situation, you just, you file the copyright. There's no, there's no contesting it. It just, it's filed. But a trademark has to go through an entire analysis with the Trademark Office and they have staff attorneys that review all of it and make sure that it kind of passes the test. So there, and it's more expensive. It's $400 and they just went up on the price. It's like $425, I think is the cheapest one. And then there can be different categories for your trademark, which it will up the price depending on if you go in more than one category. So it's, it's a lot more time, time and money intensive than a copyright. And for that reason, not all businesses need a trademark. Okay. And if you're using your name, if we go back to my original business, Tisha Morris Esquire, I have tishamorris.com. I can't trademark my name unless I became a famous brand, but otherwise No, I mean, someone could try to steal my name, but that's kind of weird. So, Law Office of Tisha Morris. No, boring. So, if you are your brand, then you likely don't need a trademark. Okay. And if you have the URL and the socials that help create your brand, then you're probably good. All right. Now. The next question is, is your name trademarkable? If you do think you have a name that you do want to protect and trademark, is it trademarkable? Now, this is a huge— we could have like a 2-hour webinar on this question. So I'm only going to give some enough to kind of trigger something in your head for maybe an hour later. The first, so you would, you would need to do or have an attorney do a very thorough search for to know if the name is even trademarkable at all. The first consideration is it already trademarked? Are you infringing upon someone else's trademark? Now, it's the, that inquiry might be a little more difficult than you think. So the Trademark Office website is really good, like a very good, great search engine. Okay. So we'll use my business name again as my example, Legacy Arts Law. It doesn't have to just be Legacy Arts Law. It could be legacy arts lawyer. It could be legacy arts business. It could be, it doesn't have to be on the nose legacy arts law. It's just enough to where it could become confusing. All right. And that's where the different categories come into play as well. There could be a legacy arts land preserve that does that. Works on land conservancy things, in which case it's a completely different industry as mine, in which case I would be okay. So anyway, there's a whole analysis that, that would need to be considered. And, and trade is, is it already trademarked or not? Or is it similar to something that's already been trademarked or not? The other inquiry is whether it's, so you can be too generic. They're too descriptive. Okay. So for example, my podcast name is the Entertainment Business Podcast. Very honestly generic. Actually, I would, it's technically or legally, it would be too descriptive. I'm just describing what it is. It's a podcast about entertainment law or excuse me, entertainment business, entertainment business podcast. That would not be trademarkable. And I knew that when I picked it. And, but sometimes you want things that are just descriptive and just know that if that's the case, it's not going to be trademarkable. Too generic would be something like, well, I'm sitting at a brown desk right now. And if you had a business called Brown Desks and you sold desk, like office furniture. It's just, it's, these words are already out, like they're just too generic. Something that's trademarkable has a little more zing to it. Okay. Now, Apple is a very common word, but when you put it with electronics, it has that zing to it. Okay. But if it were a company selling apples, then it would not be trademarkable. Now, if you think you got a winner, then you would need to clear it first to make sure you're able to successfully file the mark. That would be doing that trademark search or having an attorney do that for you. And then the, the actual filing, it's not, it's not easy. It's, it talk about clunky and knowing the categories and knowing that process of filing a trademark. It would be definitely something you would probably want an experienced attorney to do, to do for you. I do, do, I do file trademarks. It's not my main thing I do, but it's definitely something I do do as a service. Okay. Let's, how am I doing on time? Oh, I'm not doing well at all. Okay. Okay. Contracts. These are basically your protection. All right. And so I've listed here, I won't really go through each one in any detail. Again, you can screenshot. For my producers, there, I have a free download when you sign up for my main email list on my website. There's usually a popup and you sign up for my, my newsletter and you will have a link for what I call a free production checklist. And it has all the agreements that are very typical that you will need. I also sell a bundle of templates for the common production checklist, or excuse me, production contracts that you would need for, for, for full production of a film. Now on the, on the left here are my typical agreements. This is, again, these are just the, the, the main ones. A service agreement, appearance for media release comes up a lot for, for podcast hosts. Or if you're having someone appear, a guest, guest, guest appear on a workshop that you're doing, everyone has a name and has their own name, image, and likeness that they own. And when you, you can't just use other people's name, image, and likeness for, for, for your, for fun. You need to have them give you a release that it's okay for you to use my name, my image, or some likeness thereof.. And then any kind of, if anybody does retreats or any kind of in-person things, release of liability would be something to consider. As far as contracts with other people, like third parties, a nondisclosure agreement is very common. That way you can feel like you can share if you're thinking about working with someone, but you're, you need to talk, have a powwow first, but you don't want them knowing that you're about to trademark Legacy Arts Law or something like that, then you would have a nondisclosure agreement for them to sign. And I kind of already touched on the work-for-hire agreement. It's very similar, or kind of the same thing usually, as an independent contractor agreement. The language would be, it would, well, if you have an independent contractor agreement, then you would not work-for-hire language within it. If you have a work-for-hire agreement, then you'd want independent contractor language within it. So whether you call it a work-for-hire agreement or whether you call it independent contractor agreement doesn't really matter. But it gives, it assigns who owns that copyright. All right. But it also protects from liability. Collaboration agreement is very common if you're co-hosting, co-creating anything, how are the profits going to be dispersed? We think going into agreement, oh yeah, we're 50/50, but then one person starts doing all the work and like, oh, I should have more, more of the profits, that kind of thing. So it's better to get things in writing on the front end than on the back end. Okay, that was a lot. I know that was a lot. Here's how to contact me. For those if you're not sure, or if you just randomly came across and don't know where you, where, where the, uh, the original link came from is legacyartslaw.com. And I'm on most social medias, Tisha L. Morris.