Thread by @DavidHSteinberg

You sold a pilot! Congrats! In 2-12 months you'll have a contract (usually-- sometimes there is no contract! They pay you off a COA & only draft the agreement "if it goes"). Want to know what's in it? What's it all mean? Take a deep dive into a WRITING & EP SERVICES CONTRACT!

In this thread, I'll post pages from an actual contract (albeit an old one from 2011) and explain what it all means. New paragraphs will be discussed daily!

Let's start with the preamble. You sold the pitch to a network or streamer but oddly, your deal is with some company you never heard of before. That's their signatory company. Most big companies don't sign the WGA MBA themselves but use subsidiaries to sign the agreement.

In this case, Bigwood = ABC Family. Then there's my loan-out corp. f/s/o ("for the service of") me. So the deal is with my corporation which lends out my services. Remember this when we get to "inducement letters."

Here's where they also mention pre-existing IP. In this case my pitch was based on a feature script I had written so that's what that means.

Also, should have mentioned the title: if you negotiated for EP that's the title but first-time pilot sellers often get Co-EP credit, so the contract would be called WRITING AND CO-EP SERVICES. Though the title isn't actually important.

Tomorrow we'll get into paragraph 1, CONDITIONS!

(And it goes without saying that every BA is going to use a different template so your contract will look different. But the key terms are going to be in there somewhere!)

Paragraph 1, CONDITIONS. There are two types, conditions precedent and subsequent (should be fairly self-explanatory) and the conditions precedent are usually just a list of everything you have to sign and deliver before the contract terms go into effect.

So in this case we have to sign the COA (this is the "Certificate of Authorship" and this can get you paid (if they're cool) before you sign all the other paperwork); the main agreement (we're looking at it); I9 (all jobs require this); payroll forms (aka "start forms");

deal paperwork for the IP (here might be the book author's option agreement if you're adapting e.g.); my co-showrunner's deal (she was a nonwriting producer back in those days) (this is where other people attached will be mentioned-- they have to sign too before it's a go);

and non-contingent order (that's kind of an oddball, nonstandard language specific to this BA). Conditions subsequent is also nonstandard IMHO because it's redundant of the obligations laid out elsewhere.

That's it for conditions. Kind of boring but an important list of everything that has to be signed by you or other people attached before the deal is enforceable (and more importantly before you get paid). Next up: ENGAGEMENT!

f/s/o is sometimes expanded as "furnishing the services of"

Paragraph 2, ENGAGEMENT. This is an important one because it tells you what your "steps" are, i.e., how many drafts of what type are you delivering to earn your money. Different networks will want different steps but it's usually some variation of story, draft, revisions.

Here, we have a ton of steps. Story doc (could be a one-pager or outline or beat sheet) plus revision, then pilot script, 2 revisions, and a polish. That's a lot! Netflix will ask for a "series outline" which is a term not defined by the WGA.

(In TV, a "bible" and a "format" are defined by the WGA and have minimum $ schedules.) So basically, what did you negotiate for? If they want a bible, it will say so here and you better have included that money in the overall fee structure.

To be clear, formats and bible are separate literary material that have separate fees whereas a "pilot" includes the story and/or outline with the script. You can see how this can be intentionally vague. How long is the story document? It is really a format? If so, show me the $!

Side note, you can absolutely be specific if your legal team is on the ball. I have had contracts where we said the story document is not to exceed 7 pages (unless we choose to deliver something longer). So they can't say, no we need a 30-page bible w/o paying for a bible.

One last thing on steps. Typically you will have a story document of some kind, a revision (which they may or may not waive if the story is great), then usually 3 drafts of the script. So 5 steps is typical (in my experience) so maybe 6 steps wasn't that bad!

Next, you'll note the phrase "pay or play." You've probably heard this phrase many times before and though it's confusingly worded (probably should be "pay regardless of play") it just means you are guaranteed to be paid if you fulfill your obligations...

...regardless of whether they proceed with production. This also means you will be paid even if they pull the plug early.* So for example, you turn in your second drafts of the pilot and they say, sorry this is dead, you say, 😭 ok pay me the rest of the money...

... even for work you never do. *Sometimes they will pull the plug so early (say another network announces a very similar project with bigger elements or you wrote a biopic about someone who becomes toxic) the producer will attempt to pay out the rest of your deal at 50c/$ or

"roll it over" into a new deal. "We still owe you $75k, how about you write a different pilot for that money instead?" That's a negotiation about the relationship; legally you can say no, pay me. Okay, that's it for ENGAGEMENT, next up DELIVERY!