Option AgreementsWriter AgreementsClearancesE and O
Rights Acquisition | Writers | Clearances | Insurance
What a distributor will ask you to produce.
An unbroken written record from the original author to the production company.
Signed assignments, because no assignment of copyright is valid unless in writing signed by the owner.
Moral rights waivers, since moral rights cannot be assigned but can be waived.
Clearances for every third party element, and errors and omissions insurance on top.
Quick Answer
What is chain of title in a film or television production?
Chain of title is the documentary record proving that the production company owns or controls every right needed to make and exploit the production. It runs from the original creation forward: the underlying work and any option or purchase agreement over it, every writer agreement including for uncredited work, agreements with the director and other creative contributors, and any assignments between entities. It matters because section 13(4) of the Copyright Act provides that no assignment or grant is valid unless it is in writing signed by the owner of the right. A verbal understanding with a writer, however genuine, does not transfer copyright. Distributors, broadcasters, financiers and insurers all require the chain to be complete before they will commit, and errors and omissions insurance is generally unavailable without it. The time to build it is at the beginning, because retroactive signatures depend on the goodwill of people who by then may have none.
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THE UNDERLYING WORK
Options and Purchases
Where the production is based on existing material, a novel, an article, a life story or a format, the first link is the agreement with the owner of that material. It is usually an option: an exclusive right for a defined period to acquire the rights on agreed terms, with an option fee and extension periods.
The terms that matter later are the ones nobody negotiates hard at the outset. What media and territories are included. Whether sequel, prequel and series rights come with it. Whether the option period is long enough to actually finance a production, which frequently it is not. What happens on lapse.
Reversion provisions deserve particular attention. An option that lapses with development materials reverting to the author leaves the producer having paid for work that now belongs to someone else, and that is a common and avoidable outcome.
WRITERS AND CONTRIBUTORS
Everyone Who Touched It
The recurring gap is a writer who worked on an early draft under an informal arrangement. Under section 13(1) the author is the first owner of copyright, and under section 13(4) nothing transfers without a signed writing. An uncredited writer with no signed agreement holds rights in what they wrote, whatever anyone intended.
Employment is a partial answer but a narrow one. Section 13(3) vests copyright in the employer where the work is made in the course of employment under a contract of service, in the absence of any agreement to the contrary. Most film and television contributors are engaged as independent contractors, not employees, so section 13(3) does not assist.
Moral rights are the piece that is most often missed. Section 14.1(2) provides that moral rights may not be assigned but may be waived in whole or in part, and section 14.1(3) provides that an assignment of copyright does not by itself waive them. So an agreement that assigns copyright and says nothing about moral rights leaves the integrity and attribution rights in place, and section 14.1(4) is the reason a waiver should be expressed so it can be invoked by the owner’s licensees and assignees down the distribution chain.
CLEARANCES
Everything in Frame and on the Track
Clearance is the parallel exercise: securing permission for third party material that appears in the production. Music is the most complex, because a single cue requires rights in both the musical work and the sound recording, held by different parties.
Beyond music, the list is longer than most first time producers expect. Artwork and photographs visible on walls, trademarks and logos, film and television clips, architectural works in some circumstances, and the names and likenesses of real people. Location agreements need to grant the right to depict the location, not merely to be present in it.
Depiction of real people carries a distinct risk that clearance does not always solve, including defamation and appropriation of personality. Fictionalising a real person does not necessarily remove either, and a disclaimer at the end of the credits is not a defence.
ERRORS AND OMISSIONS
Why the Insurer Reads Everything
Errors and omissions insurance covers claims arising from the content itself: copyright infringement, defamation, invasion of privacy, appropriation of personality, and similar allegations. Distributors and broadcasters require it as a condition of delivery, ordinarily for a term of years and at specified limits.
The insurer will not simply take the producer’s word. It requires a legal opinion on chain of title and clearance, supported by the documents, and it underwrites on that basis. A gap identified at that stage stops delivery, and delivery is usually when the money arrives.
This is the practical reason to build the chain properly from the start. The cost of doing it correctly during development is a fraction of the cost of reconstructing it under a delivery deadline, and some gaps simply cannot be closed if the person whose signature is needed has died, disappeared or fallen out with the production.
Common Questions
Frequently Asked Questions
Do I need a written agreement with a writer if we agreed verbally?
Yes. Section 13(4) of the Copyright Act provides that no assignment or grant of an interest in copyright is valid unless it is in writing signed by the owner of the right. A verbal agreement, however clear, does not transfer copyright. It may create other obligations, but the rights stay where they started.
Does assigning copyright deal with moral rights?
No. Section 14.1(2) provides that moral rights may not be assigned but may be waived, and section 14.1(3) provides that an assignment of copyright does not by that act alone constitute a waiver. An express waiver is needed, drafted so that it can be invoked by those authorised by the owner or licensee.
What does errors and omissions insurance actually cover?
Claims arising from the content: copyright infringement, defamation, invasion of privacy, appropriation of personality and similar allegations. It is normally a delivery requirement, and the insurer will require a legal opinion on chain of title and clearance before binding cover.
Can I use a few seconds of a song without clearing it?
There is no general short use exemption in Canadian copyright law that makes this safe. Fair dealing is a defence with defined purposes and a fairness analysis; it is not a duration rule. Assume music requires clearance of both the musical work and the sound recording, from different parties.
When is it too late to fix chain of title?
It becomes materially harder once people have dispersed and much harder once a relationship has soured, because a retroactive signature depends entirely on goodwill. Some gaps become permanent. The realistic answer is that the chain should be built as the production is built, not assembled at delivery.
Start My Enquiry
Have Your Chain of Title Reviewed
If a distributor has asked for a chain of title opinion and you are not sure what you have, send what exists. It is better to find the gap now than at delivery.
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How Lexaltico LLP handles personal information, under PIPEDA and Ontario law.
What we collect
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The four things that matter most
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Every limit on what this website tells you, and every thing it does not do, in one
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Before you rely on anything here
Four limits, and they matter in this order.
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If you contact us
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This website is not an emergency service. Enquiries sent through a form here are read during
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Using this website, submitting a form, sending an email or speaking to us on the telephone does
not make us your lawyers. That relationship arises only when the firm has
confirmed in writing that it has agreed to act, a conflict search has been completed, and a
retainer has been signed.
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Do not send confidential or sensitive information through this website or by email until we have
confirmed in writing that we can act for you. Information sent before that point is
not treated as confidential and may prevent us from acting for you, or for
someone else, in a connected matter.
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We aim to reply within 2 business days. Contacting us does not guarantee a reply within any
particular period, does not oblige the firm to act, and does not stop, extend or satisfy
any limitation period, filing date or court deadline.
Our telephone line
Our line is answered 24 hours a day, every day of the year. Outside office hours calls are taken
by our intake service, who record your details and pass them to the firm. A lawyer responds during
the next business day, or sooner if the matter is urgent. Answering the telephone is not the same
as giving legal advice, and no relationship arises from that call.
Who we are and how we are regulated
Law Society of Ontario
Lexaltico LLP is regulated by the Law Society of Ontario under the
Law Society Act, R.S.O. 1990, c. L.8. All lawyers practising in
Ontario through the firm are members in good standing.
Law Society of Alberta
Alberta matters are handled by lawyers licensed with, and in good standing with, the
Law Society of Alberta. A lawyer licensed in Ontario is not thereby licensed in
Alberta, and the reverse is also true.
Immigration regulation
Immigration consulting is provided by Regulated Canadian Immigration Consultants
in good standing with the College of Immigration and Citizenship Consultants under the
College of Immigration and Citizenship Consultants Act, S.C. 2019, c. 29,
s. 292.
Lawyers, paralegals and consultants
Not everyone at the firm is a lawyer.
Licensed paralegals in Ontario may act only within the scope the Law Society
permits, which does not include most family, estate or criminal matters.
Immigration consultants are regulated by the College, not by a law society,
and are not lawyers.
Law clerks and managers support files but do not give legal advice.
Each page and biography states which applies. Ask at the outset who will handle your matter and
under which licence.
Languages
We serve clients in thirteen languages. Every page of this website is written and published in
English. Where anything is provided in another language, the English
version governs in the event of a difference. If you need an interpreter, tell us when
you book and we will arrange one.
Fees
The initial assessment
The no-obligation initial assessment is a brief introductory
conversation. It does not include a review of your documents and does not constitute
legal advice.
The firm charges a fee for substantive consultations, including in civil litigation,
criminal defence and immigration matters. The firm may waive that fee at its discretion.
Any fee is disclosed in advance and credited in full toward your account if you retain the
firm.
Referral fees
Where we refer a matter to another firm, including through LexKonnect, we comply with Rule 3.6-6.1 of the Law Society of Ontario’s Rules of Professional Conduct. Any referral fee is set out in the Law Society’s standard referral agreement, signed by you before the referral proceeds, and no fee is payable to us unless and until the receiving firm has been paid for its work. You are never obliged to accept a referral and are free to retain any firm you choose. No referral arrangement affects the independent professional judgment of any lawyer at this firm.
What is published on this site
Calculators and estimators
They produce estimates from what you type and cannot know the rest. They do not
account for the terms of your contract, statutory exceptions, or the discretion a court will
apply. Do not make a decision on a number produced by a calculator.
Past results
Any outcome described happened on its own facts, before its own decision maker,
under the law as it stood at the time. Past results do not predict or guarantee the result of any
other case.
Reviews and testimonials
Reviews shown here are written by third parties and published on platforms we do not control. Each
describes one person’s experience of one matter. They are not a promise, a
prediction or a guarantee about any other matter.
Links to other websites
This site links to regulators, courts, government sources, professional associations and social
platforms, all operated by others. We do not control them, we are not responsible for
their content or accuracy, and a link is not an endorsement.
Other notices
Limitation periods
Failure to start a proceeding within the applicable limitation period may permanently bar
your claim. In Ontario the general period is two years from discovery
under the Limitations Act, 2002, S.O. 2002, c. 24, Sched. B.
Shorter periods apply to many claims. Seek advice promptly. Nothing on this website extends a
limitation period.
Accessibility
We aim to meet the Accessibility for Ontarians with Disabilities Act
and WCAG 2.1 Level AA. If any part of this site prevents you from reaching us, telephone
+1 416 333 6200 or write to
hello@lexaltico.com and we will provide the information
in another format, at no charge.
