AOR ESSENTIAL PROVISION SAMPLES (subject to change by Netflix)
**THIS IS NOT A TEMPLATE AOR**
Without limiting Netflix’s rights under the governing contract (e.g., MSA), dub studios are required to have AORs which follow these guidelines and all local laws, guidelines, ordinances and any relevant union rules. All AORs must adhere to any requirements as set forth in the Studio’s MSA with Netflix. Please consult local production counsel for further guidance.
Dub studios are not required to use this exact language in their AOR, but there must be a provision which covers each of the following headers.
1. Ownership/Rights - All media, worldwide, in perpetuity
2. Assignment of Rights - All rights must be owned by Studio and must be assignable to Netflix.
3. Termination - AOR must be terminable at any time (subject to local employment laws) and there should be no obligation to 1.) release the dub; 2.) actually use their recordings in the dub; or 3.) use the services of the Talent
4. Name/Voice/Likeness use in marketing/promo (subject to local law and union regulations)
5. Waiver of Moral Rights - Only where permitted by law
6. Use of Personal Data (GDPR language in the EU, or any equivalent if not in an EU country)
7. Limitation of Remedies - Talent cannot seek injunctive or equitable relief
8. Confidentiality/Publicity - Talent agrees to keep all information regarding the Program confidential
**Dub studios are responsible for making sure their AOR conforms to their local laws, rules, unions, etc. So long as these guidelines are followed, Netflix does NOT have to approve each AOR.
Sample Language (these are examples only - dub studios are not required to use this exact language as it may not be applicable in the specific country/territory):
Assignment of Rights:
a. Studio shall be the sole and exclusive owner, throughout the universe, in perpetuity of all of the results and proceeds of Talent’s Services in connection with the Program (including, without limitation, all ideas and other materials whether or not in writing, heretofore or hereafter created or contributed by Talent relating to the Program) (collectively the “ Results and Proceeds ”), which Results and Proceeds shall constitute a “work-made-for-hire” for Studio within the scope of Talent’s employment by Studio and/or specially ordered or commissioned by Studio as a part of a film, television series, or other audiovisual work, within the meaning of the copyright laws of the United States or any similar or analogous law or statute of any other jurisdiction. If for any reason the Results and Proceeds are not deemed a “work-made-for-hire” for Studio, then Talent hereby assigns irrevocably to Studio, to the full extent possible, all present and future rights of every kind and character in connection with the performance of the Services (including, without limitation, all material and, to the extent permitted by law, intangible personal rights) (collectively, the “ Rights ”) which Rights have come or will come into existence from the performance of the Services, and the right to use and exploit the results and proceeds which may or do result from the Services hereunder, for the maximum possible number of copies, downloads, showings and broadcasts, now and in the future, of such works in the maximum number of modes of exploitation, throughout the universe, for the maximum period allowed by law. If any applicable law or agreement prohibits or restricts such assignment, Talent hereby grants Studio an irrevocable, exclusive, royalty-free license to all right, title and interest in and to the Results and Proceeds throughout the universe, in perpetuity, in any and all media, now known or hereafter devised. As between Talent and Studio, Studio shall have the right to use, refrain from using, modify, and/or otherwise exploit the Services, Results and Proceeds, the Program and all allied, subsidiary and ancillary rights therein (including without limitation, merchandising and commercial tie-ins) in any manner or medium now known or hereafter devised, in Studio’s sole discretion. Without limiting the generality of the provisions of this paragraph, and for no additional compensation, Studio shall have the right (a) to use any portion of the Program, including without limitation, any clip(s) or soundtrack(s) of Talent’s performance from the Program in one or more trailer(s) or any other advertising or promotional material in any medium to advertise and/or promote the Program or any episode thereof or any other program or series of which any episode may be a part, and/or to promote the distributor(s) (and their affiliated entities and licensees); and (b) to combine the Program (or any portion thereof) with any other episode of the Program or with any other program or other material of any nature whatsoever and may exhibit such combination(s) in any manner or medium. Additionally, Studio shall have the right to use and grant others the right to use the Program (or any portion thereof) as a part of, or otherwise in connection with, any other episode of the Program or with any other program or series and Talent expressly consents thereto and agrees, at the time of such use, to waive, any additional payment therefor, unless otherwise required by law of the Local Country (as defined below). To the extent, if any, that the laws of the Local Country require Studio and Talent to enter into a separate agreement regarding the rights provided for in this paragraph, Studio and Talent agree to enter into a separate agreement containing the same provisions as set out herein. Talent waives the benefits of any provision of law known as “droit moral” or moral rights of authors or any similar or analogous law(s) in any country of the world. Talent undertakes not to commence or support an action in any jurisdiction for infringement of any such rights and, further, if under any applicable law the foregoing waiver by Talent of moral rights or any similar rights is not effective, then Talent agrees to exercise such rights in a manner which recognises the contribution of and will not have adverse effect upon Studio or its assignees (including Netflix) and the Project.
b. The Rights herein granted shall include the copyrights, trademarks, neighboring rights, and all economic and or other exploitation rights in and to the Results and Proceeds, their renewals and their extensions, and the right to use and exploit any or all of the foregoing, in whole or in part, in all media now known or hereinafter devised, including but not limited to: all forms of streaming, download, or other electronic transmission via the Internet, home entertainment, video-on-demand, cellular services, theatrical exhibition rights, non-theatrical presentation (ships, airlines military, etc.), sound and phonographic records or soundtracks, any and all known forms of consumer products (including but not limited to apps, games, ringtones, books, educational products and toys), any and all forms of private or public performance or broadcast (including but not limited to wireless communication and live performance) any and all promotion, marketing and/or advertising in any form or media, any and all means of distribution (including but not limited to sale, lending, borrowing, leasing and hiring), any and all further economic exploitation by any means, device, or equipment and for any purpose whatsoever, commercial or otherwise (including, without limitation, in connection with the distributor’s service), and all rights in the roles or characters portrayed by Talent hereunder (including name, likeness and distinctive characterizations thereof, and the right to merchandise and exploit such roles or characters), and the right to use Talent’s name and likeness (actual or simulated), biographical information, voice (actual or simulated) and other sound effects in connection with any or all of the foregoing. Without limiting the foregoing, Studio shall have the right to (i) incorporate the Results and Proceeds or any part thereof into projects of any and every kind and nature, (ii) release, exploit, advertise, distribute, exhibit, license, sell and perform such projects incorporating the Results and Proceeds in any manner, by any means, (iii) adapt, change, add to, subtract from and make new versions and adaptations of the Results and Proceeds or any part thereof, and (iv) use the Results and Proceeds or any part thereof in conjunction with any other literary, dramatic, musical or other material of any kind.
c. Studio and/or Netflix or any of their affiliates, successors, licensees or assignees can make changes, deletions and abbreviations to Talent’s work for the purposes of the exploitation of the Program as well as for use of Talent’s Services and the Results and Proceeds for promotional, advertising, marketing, merchandising and consumer product purposes, and no consents are required from Talent in connection with the exercise of any rights therein by such parties.
d. Talent expressly consents to Studio or its assignees (including Netflix) using a voice which simulates the characteristics of the role(s) or character(s) portrayed by Talent for the Program or any Services provided hereunder (“ Character Simulation ”), and in addition to any other rights and remedies Studio may have under this AOR, Studio or its assignees (including Netflix) may elect to use a character simulation without further obligation to Talent, and the Talent waives his/her moral rights in relation to such use to the fullest extent permissible under applicable law. Assignment : Talent acknowledges and agrees that Studio shall assign all Results and Proceeds granted to it under this AOR to Netflix or one of its affiliates, and all rights in and to this AOR, the Results and Proceeds and the Services shall be the sole and exclusive property of Netflix (or such affiliate) and its successors, licensees and assigns and Talent shall acquire no rights in the same as a result of his/her performance of the Services. To the extent any of such Results and Proceeds have not been transferred to Studio by contract or by operation of law or if Studio goes bankrupt or has been granted suspension of payment, Talent hereby expressly, irrevocably, automatically, freely, and without additional compensation, assigns/transfers said Results and Proceeds to Netflix, in perpetuity (or for the maximum period allowable by local law), throughout the universe. Talent shall not assign, delegate or subcontract any of his/her rights or obligations under this AOR.
a. Without limiting Studio’s rights at law or equity, all of Studio's obligations hereunder are subject to Talent not being in breach or default of the AOR. Further, and without limiting the foregoing, if Talent is in breach or default of this AOR, Talent fails or refuses to perform the Services (including, where applicable, the promotional services) at the dates and locations as previously notified and agreed to by Talent, or in the event of Talent’s death or incapacity, or if the production of the Program is prevented or impaired by an event of force majeure, including, without limitation, labor controversy, strike or lockout, any acts of God, war, terrorism, civil disturbance, governmental action, supply chain disruption, epidemic or pandemic, default, illness or incapacity of personnel, or any other event beyond Studio’s control (all of the foregoing, “ Event(s) ”), then Studio may suspend and extend this AOR during such Event(s), or at any time during such Event(s), terminate this AOR without further obligation to Talent. In addition, Studio shall have the right to terminate this AOR immediately by written notice to Talent, and shall have no obligation to pay the Compensation, if Talent fails, refuses or neglects, prior to or during the term hereof or thereafter, to govern Talent’s conduct with due regard to social disrepute or scandal, or engages in conduct which shocks, insults or offends a substantial portion or group of the community or reflects unfavorably on Talent, Studio, Netflix or the Program.
b. In addition, Studio may terminate Talent’s engagement and Services at any time and Studio shall not have any further obligations to Talent in connection with the Program, provided that so long as Talent is not in breach or default hereunder, the foregoing shall not relieve Studio of its obligation to pay such portion of the Compensation, if any, that has accrued but is unpaid to Talent prior to the cessation of Talent’s engagement and Services; and provided, further, that the provisions of this AOR that are intended to continue and survive (e.g., grant of rights and ownership of the Results and Proceeds, representations and warranties, indemnification, remedies, the use of Talent’s name, likeness, biography, voice and other sound effects, confidentiality, etc.) will survive the expiration and/or termination of this AOR. [REMINDER: THIS IS SUBJECT TO LOCAL LAWS AND UNIONS]
c. Any time Talent is unable or unwilling to provide the Services at the times and locations required by Studio, Studio may engage a third party to provide such Services and Talent shall not be entitled to receive any Compensation in respect of such Services, and nothing in this AOR shall require or compel Studio to engage Talent to perform any Services in connection with the Program or to use the results of Talent’s Services, in whole or in part, in the Program or otherwise if Talent does perform them. Neither Studio nor Netflix is obligated to produce, distribute or exploit the Program, or, if commenced, to continue the production, distribution or exploitation of the Program in any manner, medium or territory.
Use of Personal Data:
Talent acknowledges that: (a) Studio will collect, use, and store personal data provided by Talent (including but not limited to name, address, email address, government ID, banking and insurance information and sensitive personal data such as race or ethnic origin, health conditions (in the event Studio requires medical records or an exam in connection with the production), criminal convictions and history (in the event Studio requires a background check in accordance with its policies), and trade union information) for purposes connected with the AOR, as well as Studio’s legal and regulatory obligations in the normal course of a production (for example, as part of completing customary tax, immigration and insurance documents, and other customary start paperwork); (b) this may involve transfer or disclosure to third parties such as IT service providers; (c) transfer may be to countries that may not provide the same level of protection to personal data as that provided by Talent’s home country, but in such instances Studio shall use reasonable efforts to have in place adequate measures to ensure the security of the personal data. More detailed information about Studio's processing of personal data and Talent’s rights is available upon request from Studio.
Limitation of Remedies:
In the event of a breach or default of the AOR, Talent shall not seek or have the right to injunctive or other equitable relief, or to rescind this AOR or the rights granted herein, or to restrain in any manner the production, distribution, exhibition, advertising or any other exploitation of the Program, or any subsidiary or ancillary rights in connection with the foregoing. In no event shall any party be liable for punitive or exemplary damages, or lost or anticipated profits, arising out of or relating to this AOR, to the extent permitted by law. The commencement or continuation of any action by Studio shall neither constitute an election on Studio’s part to terminate this AOR or Talent’s engagement hereunder, nor constitute or result in the termination of Talent’s engagement hereunder unless Studio shall expressly so elect by written notice to Talent. Talent shall look solely to Studio for payment of the Compensation, or damages (if any) or any kind, and not to Netflix or any other party. Except as set forth herein, the parties hereto do not waive any other remedies available to them.
As between Talent and Studio, any press, publicity and/or other information with respect to the AOR and/or Program shall be under the sole control of Studio. Talent shall not consent to and/or authorize any person or entity to release such information without the express prior written approval of Studio and Distributor in each instance. Talent agrees not to disparage or parody Studio, Netflix or the Program for or to any third party. Talent shall at all times keep confidential, and shall not personally release, or consent to or authorize any person or entity to release, or use in any manner that is detrimental to Studio’s interests, the following: any information relating to the Program (including, but not limited to, plots, stories, characters, dialogue, show budgets, salaries, development plans, marketing plans and surveys, costs and other financial information), and all other information relating to the business of Studio, Distributor or any related or affiliated entity thereof (collectively, the “Confidential Information”). Talent’s confidentiality obligations hereunder shall apply to any and all media whatsoever, including, without limitation, any social networking site; or any other website, service, platform, program, application or other form or method of communication, whether now known or hereafter devised. Notwithstanding the foregoing, Talent agrees to notify Studio immediately upon discovery or suspicion of any unauthorized disclosure of Confidential Information in any form, including that which may result in Confidential Information being released, duplicated or otherwise transferred outside the control of Talent (including, without limitation, through an electronic hack), and to cooperate with Studio to regain possession of the Confidential Information and prevent its further unauthorized use and/or dissemination.