Glossary of Industry Terms
Terms that do not also appear in the Glossary published in the second edition of The Business of Television (pages 556–588) are noted with a carat (^). Terms for which the definition in the published second edition has been revised or updated are noted with an asterisk (*).
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^100/12 Royalty
A standard rerun formula for episodic royalties for basic cable (linear television) series. It means that the holder of the royalty receives additional payments equal to 8.3333% (i.e., 1/12th) of the initial royalty amount, payable for each of the first twelve reruns of the applicable episode (i.e., a further 100% of the royalty over twelve reruns, hence, 100/12). Given the collapse of original scripted series production for basic cable (due in large part to the emergence of streaming), 100/12 royalties are now relatively uncommon (and almost certainly moot), but still sometimes asked for by more traditional talent-side negotiators.
*100/5 Royalty
A standard rerun formula for episodic royalties for broadcast network series. It means that the holder of the royalty receives additional payments equal to 20% of the initial royalty amount, payable for each of the first five reruns of the applicable episode (i.e., a further 100% of the royalty over five reruns, hence, 100/5). Although 100/5 royalties remain common and standard for broadcast programming, there is no “rerun” royalty applicable to streaming series (for which the concept of a “rerun” is largely a non-sequitur).
100/50/50^
A bonus formula, used in pilot script writing deals, that provides for additional payments to the writer in the event that the pilot episode is exhibited theatrically — a bonus equal to 100% of the pilot script fee if the pilot exhibited theatrically before its initial TV/streaming exhibition, 50% of the pilot script fee if the pilot is exhibited theatrically domestically after it has already been released in TV/streaming, and an additional 50% of the pilot script fee if the pilot is exhibited theatrically internationally after it has already been released in TV/streaming (with the total possible bonus payable not to exceed 100% of the pilot script fee).
12/6 Proration
A standard proration formula applicable to series sales bonuses. It means that the full bonus is payable based on the production of twelve series episodes (excluding the pilot), with proration downward for smaller production runs, and no bonus payable for fewer than six episodes produced.
3/3/10 Package
A standard traditional formula for agency package commissions, comprised of three elements: (1) an up-front budgeted fee equal to 3% of the initial domestic network license fee; (2) an additional fee, equal to the first 3% fee, which is deferred and payable (if ever) out of the “Net Proceeds” of the series; and (3) a backend equal to 10% of MAGR (generally on the same definition as the most favorable definition accorded by the studio to any of the agency’s clients on the project, but with no third-party participations of any kind taken off-the-top).
5/2.5 Royalty
A standard royalty formula granted to actors in connection with merchandising. It means that the actor receives 5% of the studio’s “net merchandising receipts” (the studio’s merchandising receipts, less distribution fees for the studio or its subdistributors, and out-of-pocket expenses), reducible by royalties granted to other actors featured on the same piece of merchandise to a floor of 2.5% of the studio’s “net merchandising receipts” from each such product.
*5/7 Holdback
A standard holdback formula in underlying rights deals, providing that specified reserved rights are “held back” (i.e., may not be exploited) until the earlier of five years following the initial exhibition of a production based on the property, or seven years following the execution of the rights agreement. Although the 5/7 holdback is fairly ubiquitous in feature film deals, in modern television deals, holdbacks are more often tied to the exhibition of the last produced episode of a series, with time periods that may vary depending on the total number of seasons/episodes produced.
A
Above-the-Line
A category of production costs that covers writing and underlying rights fees, plus fees payable to the major talent (i.e., actors, writers, directors, and producers) who centrally influence and guide the creative process. The term refers to the traditional format of budget “top sheets,” which displayed these costs above a literal line.
Active Integration
A form of product integration in which the characters on screen actively touch and use the advertiser’s products, the products’ logos are visible and reasonably conspicuous on screen, and characters may go so far as to mention the products by brand name in dialogue.
Actual Malice
A legal requirement for defamation liability, derived from the First Amendment, which applies when the allegedly defamed individual is a public figure. It requires that, to be liable, the speaker knew that his or her statement was false or acted with reckless disregard for the statement’s truth or falsity.
Affiliation Agreement
An agreement entered into between an independently owned local broadcast station (i.e., one that is not owned by one of the four major broadcast networks) and a broadcast network, by which the station gains access to such network’s programming and agrees to terms around the sharing of revenue and advertising inventory.
*Agency Package Commission
A payment made to a talent agency, out of the budget and profits of a television series, in exchange for the agency’s efforts in bringing together the key creative elements of the project, or alternatively, as a condition of the engagement of a single particularly significant element that is represented by the agency. Following the WGA’s 2017 “Agency Campaign,” packaging fees are functionally banned for new original scripted series, but continue to apply to older series with long-tail distribution revenue, and may apply to new derivatives of old series that were originally subject to such an agency package commission.
Agent
A licensed representative of motion picture or television talent (e.g., actors, writers, directors, producers, etc.) whose principal role is to find work for his or her client.
Allied and Ancillary Rights (or Subsidiary Rights)
A set of rights to use and/or exploit elements of a copyrighted work, beyond the distribution and exhibition of the actual work. Prominent examples include licensing and merchandising, soundtracks, music publishing, novelization, theme park, and live stage rights. As a technical matter, these may include derivative/ subsequent production rights, although such rights are typically addressed separately.
AMPTP
The Alliance of Motion Picture and Television Producers, a trade organization that represents Hollywood’s major motion picture studios, television networks, and more recently, the largest tech streamers. The AMPTP negotiates on the industry’s behalf collective bargaining agreements with all of the major entertainment unions, under the control of its “Class A” members — currently Disney, NBCUniversal, Paramount, Sony, Warner Bros. Discovery, Netflix, Amazon, and Apple.
Arcing Competition Series
A type of unscripted competition program that follows a narrowing group of competitors over an entire season, such as Survivor or Top Chef. A distinct type of format from, for example, traditional game shows that bring in new contestants for each episode, or for which only a single returning champion returns from episode to episode.
Article 14 Writers
Any writer with a title of “Story Editor” or above, whose terms of employment are covered by Article 14 of WGA Basic Agreement, governing “Writers Employed in Additional Capacities.”
Artificial Span Protection
Directly negotiated limitations on the number of weeks of services that can be required from a writer who is not eligible for span protection under the WGA Basic Agreement before they become entitled to overage compensation.
Arranged Marriages
An informal term for a one-off co-writing/co-creation arrangement between two writers who do not customarily work together as a “bona fide writing team.”
AVOD
“Advertising-Supported Video on Demand,” i.e., customer access to one or more pieces of on-demand streaming content, which is provided at no charge to the customer but is accompanied by advertisements.
B
Backend
A colloquial term for defined contingent compensation or participation in the contractually defined profits of a series.
Backstop
A slang term for a minimum revenue guarantee. In the context of network license and co-production agreements, it refers to a network or co-production partner’s obligation to reimburse the other party for any shortfall between the party’s actual revenues from exploiting certain specified rights on the one hand, and contractually defined revenue benchmarks for those same rights on the other hand.
Backup Script
An episodic script for the second (or later) episode of a proposed television series, commissioned by a studio or network during the development phase (in addition to the pilot script), to demonstrate the potential of the series, persuade executives that there is a real plan for the proposed series, and assist executives in making series ordering decisions. The applicable WGA scale minimum episodic script fee for a backup script is 115% of the amount applicable to episodic scripts that are written after a series has been greenlit.
Barter
An agreement, often included as part of a syndication license between a studio and a broadcast station, by which the studio that produces and distributes the show gets the right to sell, for its own benefit, some portion of the available advertising time during the program.
Baseball Arbitration
An arbitration system for resolving negotiating impasses, borrowed from Major League Baseball, in which both parties submit their proposed deal terms to a neutral third-party arbitrator, who chooses one of the proposals as-is (without modification or compromise).
Below-the-Line
All production costs other than “above-the-line” costs, including physical production expenses, and services fees for editors, camera operators, electricians, carpenters, and the dozens of other types of crew members who participate in production.
Best Seller Bonus
In an option/purchase agreement for a book that has not yet been published, a negotiated escalation to the purchase price triggered by the book’s appearances on the New York Times Best Sellers list.
Bible
A WGA-covered written document prepared by a writer that sets out major themes, storylines, character arcs, or other information about an intended series. A series bible is understood to be longer and more detailed than a “format” — another WGA-covered piece of writing that serves the same purpose, but requires lower scale minimum compensation — but there is otherwise no standard length, structure, or contents for such documents, nor any clearly delineated features that differentiate bibles from formats, leaving writers to largely craft them as they see fit (with the input of the studios and/or networks that have commissioned them).
Bite
A network’s option to order production of a pilot and/or series, and/or the option to engage a service provider in connection with such a production. The term is most often used to refer to options to order broadcast series, for which the applicable dates for each “bite” are based on a standard broadcast calendar, but may also be used to refer to options to order non-broadcast series, which are based on a negotiated period of months.
^Bi-Weekly (or Bi-Monthly)
Occurring once every two weeks, i.e., 26 times per year (or once every two months, i.e., six times per year, as applicable). Some sources also list “occurring twice per week” (i.e., 104 times per year) as an acceptable usage, though the better (and less ambiguous) term for that is semi-weekly. Because bi-weekly and semi-weekly are very frequently confused, it is best to avoid both words (or to include an explicit definition) — especially bi-weekly — in contracts or in other communication settings where clarity is essential.
Blind Script
A firm (i.e., guaranteed, non-contingent) deal to pay a writer to write a pilot script based on a to-be-determined, mutually approved creative concept, whether or not the studio is ultimately able to enter into an agreement with a network to develop the project.
Block Shooting
A production model in which episodes are shot in two- or three-episode batches, with a single director engaged for each block to allow for cross-boarding.
Bottle Episode
A mid-season episode intentionally written with very few speaking parts and/or locations, so that it can be produced unusually cheaply, to get a production season that is running overbudget financially back on track. One of the most celebrated examples is the Rian Johnson-directed “Fly” from the third season of Breaking Bad.
Box Rentals
Small additional weekly payments to compensate a line producer or department head for contributing the individual’s own equipment for use on the production, from the personal laptops these individuals use in their day-to-day lives to extremely specialized lens and lighting kits that will be used on set.
Branded Content
Audiovisual content (often short-form digital series) that is produced in partnership with, and primarily or entirely at the expense of, major brands who wish to feature one or more of their products.
Break Point (or Break or Breakeven)
The point at which revenues exceed costs and other deductions pursuant to a contractually defined formula, whether in a contingent compensation definition or a waterfall of distribution revenues between co-production partners (after which participants and partners begin receiving a share of calculated “profits”).
Breakage
Extra amounts paid by a network, beyond its initial negotiated license fee, to support proposed “creative enhancements” to a series that are not contemplated by the ingoing budget (typically to enhance the production value or marketability of the show or episode).
Breaking the Season
A slang term to describe the process by which the writers in the writer’s room of a television series determine the overarching narrative and character arcs for the season before the individual writers and writing teams are assigned specific episodes to write.
Broadcast Series
A shorthand term to refer to a series that is produced for primetime exhibition on one of the four major broadcast networks (ABC, CBS, Fox, or NBC).
Broken Pilot (or Busted Pilot)
A produced pilot that is not ordered to series.
Business Affairs Executive
An individual, usually (but not always) a lawyer with years of dealmaking experience, who negotiates the substantive terms of a company’s key business agreements.
C
Cable Syndication
The licensing of library episodes of existing television series for reruns on a basic cable network.
Carriage Agreement
An agreement by which an MVPD agrees to pay a network some portion of its collected subscriber fees in exchange for the MVPD’s right to include the network as part of its channel offering to customers.
Changed Elements Protection
A term in a first-look agreement requiring a producer to resubmit projects for which the studio initially declined to proceed with development if material creative elements are added or changed before the project is set up with a third-party studio or network.
Chargebacks
A budgeted charge payable to a production company in exchange for the company’s provision of certain critical production resources owned by the company (e.g., office space; studios and other production spaces; editing bays and other costly computer hardware and software; and cameras, lighting, and other physical production necessities), which, if not provided by the company, would have to be obtained from a third-party. Such costs are typically charged at market rates and passed through to the financier of the series, most often in the context of unscripted productions.
Charge-off
The recoupment of an individual’s earned services fees against their guarantee under an overall term deal, with the allocable amounts (pursuant to negotiated “inside terms”) charged into the budget of each project on which the individual works.
Churn
In the context of streaming, the rate or number of subscribers who cancel or let their subscriptions lapse, usually measured as the percentage of subscribers that disconnect per month. “Churn” is also sometimes used less technically to describe the tendency of some subscribers to repeatedly cancel and re-subscribe to a service, based on the timing of releases of certain content.
Classic Merchandise
Merchandising that is based solely on the intellectual property elements of a preexisting work (such as a book or comic book), without incorporating any of the specific original intellectual property elements of a series that may be produced based on that underlying work.
Clearance
The process of obtaining licenses (or making a legal determination that a license is not needed) for the depiction of material that appears on-camera, such as real-life company names featured in plot and/or dialogue, or logos on wardrobe, props, and/or set dressing.
Co-Commission (or International Co-Commission)
A project produced based on concurrent pre-production commitments from separate exhibitors in multiple territories. Sometimes referred to as “international co-productions,” although such arrangements may or may not technically provide for co-ownership among international partners.
Co-Exclusive
A term describing content licensed to a third-party platform on an exclusive basis relative to all other third parties, but allowing ongoing exhibition of the same content by the licensor on one or more of its affiliated platforms.
Commercial Tie-Ins
An arrangement between a show and a brand, by which the brand provides advertising for the show as part of advertising its own products.
Companion (Digital/Streaming) Rights
Additional digital/streaming rights that are granted to a network licensee, beyond the standard rights necessary for the network’s linear exhibition of the series, to allow the network to provide its viewers with convenient digital access to the show, e.g., through a network-owned/affiliated on-demand streaming application and/or through an MVPD-run VOD service.
Conflict-Free Window
Under the SAG-AFTRA Basic Agreement, a window of at least three months following the completion of principal photography of a season (with at least thirty days’ notice of the start of the window), during which series regulars are permitted to take permitted outside work without first having to confirm schedule or availability with their first-position studio employer.
Consulting 1:1 (or Consulting One-for-One)
Shorthand for a deal term, typical in agreements with television producers, providing for the producer to be engaged as a consultant on a pay-or-play basis for one year for each year that the individual had previously rendered executive producer services on the program.
Consulting Producer
A producing credit of ambiguous hierarchical stature, which may be granted to writer/producers who are working on a part-time basis or otherwise below their usual rank and/or pay. This credit may also be accorded, as a higher-level option than “Executive Consultant,” to an underlying rightsholder who agrees to render ongoing consulting services as part of an option/purchase agreement for rights he or she controls.
*Contingent Compensation (or Contingent Participation or Profit Participation)
A contractual financial interest in the contractually defined “profits” of a series, granted as a key substantive term in various types of agreements for writers, producers, directors, underlying rightsholders, and sometimes actors. Commonly confused with, but distinct from, residuals (which are compulsory and calculated according to formulas set out in the Master Basic Agreements for each of the DGA, SAG-AFTRA, and WGA).
Contract of Adhesion
An agreement that is presented on a take-it-or-leave-it basis, where the party with superior bargaining power refuses to negotiate most or all of its terms.
Co-Production Agreement
An arrangement between two or more studios to jointly produce, own, and distribute a television series.
Copyright
The core intellectual property asset of the content industry, protecting “original works of authorship fixed in any tangible medium of expression,” including: (1) literary works; (2) musical works, including any accompanying words; (3) dramatic works, including any accompanying music; (4) pantomimes and choreographic works; (5) pictorial, graphic, and sculptural works; (6) motion pictures and other audiovisual works; (7) sound recordings; and (8) architectural works. The owner of a copyright exclusively enjoys four basic rights (which include the exclusive right to authorize others to exploit these rights): (1) to copy or reproduce the copyrighted work; (2) to prepare derivative works based upon the copyrighted work; (3) to distribute the copyrighted work; and (4) to publicly perform or display the copyrighted work.
Cord Cutting
The phenomenon of consumers canceling their subscriptions to traditional cable, satellite, and other MVPD services in favor of consuming content through a variety of free over-the-air and internet-based subscription services.
Cost of Production
The actual, out-of-pocket third-party costs paid out by a studio to produce a television series.
Cost-Plus Deal
A license agreement, typically between a studio and a streaming service with an international footprint (such as Netflix or Amazon), in which the up-front license fee exceeds the cost of production of the series.
Credit-Based Entitlements
Entitlements in a writer/producer deal that are contingent on the writer receiving “sole” or “shared” “created by” credit on the series, i.e., locks, royalties, bonuses, backend, and subsequent production rights.
Cross-Boarding
The scheduling of production to maximize the efficient use of common locations, actors, or other resources across all of the episodes in a single block with a common director (rather than only across a single episode, as in the traditional episodic production model).
Cross-Collateralization
In the participations accounting context, the extent to which revenues and expenses from separate categories of exploitation are aggregated with one another for purposes of determining whether expenses have been recouped and participations are due. In the context of an overall term deal, the extent to which the guarantees paid and fees recouped in separate years of the deal are aggregated with one another for purposes of determining the vig and the availability of fresh cash.
D
Day-and-Date
The simultaneous release of a television series across multiple territories (e.g., in the United States and abroad) or media (e.g., simultaneous release in theaters and streaming, without an exclusive theatrical window).
Day Player (or Weekly Player)
A series performer in a minor role (who may or may not be named, have spoken dialogue, or qualify for screen credit), who is typically paid scale minimum compensation and engaged pursuant to a simple, usually unnegotiated (and sometimes largely non-negotiable) form “day player” or “weekly player” agreement.
Defamation
The general term for a legal claim involving injury to an individual’s reputation arising out of the publication of false statements about the individual. Sometimes referred to colloquially as “libel” or “slander.”
Deficit
The difference between the cost of a series and the initial license fee paid by the commissioning network, representing the studio’s at-risk investment in the series.
Deficit Recoupment
A negotiated term of network license agreements providing for the network’s reimbursement to the studio, typically in the fifth (or fifth and sixth) seasons of a series, of the studio’s production deficits from the first four production seasons of the show.
DGA
The Directors Guild of America, the union representing professional directors working in the U.S. television industry.
Digital Rights
In a license agreement with a traditional broadcast or cable network, exploitation and distribution of a series to customers via the internet, typically on an “on demand” (rather than preprogrammed/linear) basis, that does not fall within the definition of “network exhibition.” In a license agreement with a digital platform, the direct exhibition rights that are granted by the studio to the licensee.
Distribution Expenses
All expenses incurred by a studio in the process of distributing a television series, including, without limitation, advertising and marketing expenses; costs for subtitling or dubbing of foreign versions; the expense of duplicating and transporting physical materials to licensees; clearance fees that have not otherwise been accounted for as production costs; residuals and reuse fees payable to talent pursuant to applicable union collective bargaining agreements; costs of enforcement (including intellectual property and audit litigation); and other so-called “off-the-tops” (referring to checking, collection, currency conversion, and certain tax [but not income tax] expenses).
Distribution Fees
A defined percentage of revenues received from nearly all sources, which the studio retains as compensation for its investment of time, effort, overhead, and other resources in the process of distributing a television series.
Dollar-for-Dollar Basis
The reduction of a negotiated financial term—such as an up-front fee, bonus, or contingent compensation entitlement—by a dollar for every corresponding dollar paid or committed to a third-party (as specified in the applicable deal). In the context of backend, from the perspective of profit participant with a favorable backend definition, a “dollar-for-dollar” reduction is more favorable than a “point-for-point” reduction (in which the participant’s entitlement is reduced by a percentage point for every percentage point of contingent compensation granted to a third party, as specified in the deal) if the value of such third party’s “point,” as defined in such third party’s own agreement, is less than the value of a “point” of backend for the party bearing the reduction.
Dollars-for-Points
Bonus structures, adopted primarily by streamers for their self-produced series, replacing traditional contingent compensation formulas with a system of flat bonuses “per point,” tied to benchmarks like renewals and viewership rankings, sometimes with tiered value tables approximating the dynamic of stature-based differences in standard backend definitions.
Double Banger (or Triple Banger)
A “double banger” is a 40+ foot trailer with two separate side-by-side private compartments for use as dressing rooms by actors or other high-level crew members. A “triple banger” is a similar trailer, but with three smaller compartments, rather than two larger ones.
Drop Down
The right of an individual who is under contract to render exclusive or first priority services (such as a showrunner) to reduce their level of contractually required services (e.g., to part-time and/or non-exclusive services), for a lower fee.
DTR
“Download-to-Rent,” i.e., a temporary time-limited download/viewing right, akin to the rental of a traditional physical DVD or Blu-ray. A sub-category of TVOD, DTR may also be referred to as “ERT” (or “Electronic Rental”).
E
Earn Out
In the context of recoupable guaranteed compensation (as in overall deals), guaranteed minimum distribution revenue (as in distribution or sales agency deals), or advances against contingent compensation, the point at which the “earned” value of the fixed or contingent compensation (e.g., worked fees, earned distribution revenue, or vested and calculated backend) equals or exceeds the initial guarantee or advance.
End Credits (or End Titles)
The credits that roll at the end of an episode of television, where most cast and crew are accorded credit.
Equivalent Rights (and Equivalent Reserved Rights)
In the context of option-purchase agreements, rights in author-written sequels that are consistent with those granted to the studio for the initial acquired property (e.g., motion picture, television, and ancillary rights) are known as “equivalent rights,” while those that are consistent with rights that are reserved by the rightsholder for the initial property are called “equivalent reserved rights.”
Errors and Omissions Policy
An insurance policy that provides coverage against liability for copyright and trademark infringement, defamation, violation of the rights of privacy and publicity, and comparable claims.
ERT
“Electronic Rental,” i.e., a temporary time-limited download/viewing right, akin to the rental of a traditional physical DVD or Blu-ray. A sub-category of TVOD, ERT may also be referred to as “DTR” (or “Download-to-Rent”).
EST
“Electronic Sell-Through,” i.e., a permanent download of an episode or series, akin to the purchase of a traditional physical DVD or Blu-ray that the customer gets to keep. A sub-category of TVOD.
Excluded Advertising
A contractually defined subset of “paid advertising” for a series that is excluded from the definition of “paid advertising,” for purposes of a studio satisfying its obligations to a credit recipient (such as an actor) with respect to according credit in advertising for a series. This category frequently includes television and radio commercials.
Extended Term
A sub-category of broadcast network license agreements that provides for seven-year (or seven-and-a-half-year) terms, thereby delaying the risk of the network facing a costly renegotiation with the studio to a point that few series have the longevity to achieve.
Extraordinary Bumps
Larger, usually flat (rather than percentage-based) year-over-year increases to a studio’s license fee or premium in a license agreement or to an actor or producer’s episodic fees in a services agreement that do not conform to a standard pattern of 4% or 5% cumulative annual increases.
F
Fair Use
An affirmative defense to a claim of copyright infringement, derived from the First Amendment, which allows limited use of a copyrighted work without compensation or liability to the copyright owner. In considering a claim of fair use, courts look at four elements: (1) the purpose and character of the use, including whether such use is of a commercial nature or is for nonprofit educational purposes; (2) the nature of the copyrighted work; (3) the amount and substantiality of the portion used in relation to the copyrighted work as a whole; and (4) the effect of the use upon the potential market for or value of the copyrighted work.
False Designation of Origin (or False Endorsement)
A trademark-type claim, which may be asserted under the federal Lanham Act or corresponding state laws, based on a defendant’s alleged misuse of material (e.g., a celebrity name or likeness, or a product or corporate name, slogan, logo, or other text or visual identifiers) that is publicly identifiable with the plaintiff and its business but that is not actually registered as a trademark.
False Light
A privacy-based tort claim closely related to defamation, which creates liability for a defendant who widely publishes a statement that identifies the plaintiff and places the plaintiff in a “false light” that would be highly offensive to a reasonable person. Many states understand “false light” claims to be based on implications rather than outright factual statements (which would likely be the subject of a defamation claim).
FAST
“Free Ad-Supported Streaming Television,” i.e., streaming access to one or more channels of “always-on” linear channels, distinct from “AVOD” in that it involves a “traditional television”-like pre-programmed schedule of content, rather than an “on-demand” viewing experience.
FCC
The Federal Communications Commission, i.e., the principal government regulatory agency overseeing the television industry, by virtue of its exclusive jurisdiction over the granting and transfer of broadcasting licenses and its role in regulating certain aspects of the cable and broadband industries.
Firm Script
A guaranteed, non-contingent deal to pay a writer to write a pilot script based on a specific creative concept, whether or not the studio is ultimately able to enter into an agreement with a network to develop the project.
First Look Deal
An agreement by which a writer/producer, producer/director, or, most often, non-writing producer grants a studio an exclusive first opportunity to develop and produce projects that are created, owned, or controlled by that individual/company, before the individual/company may present any such projects to another studio or network for consideration. The “first look deal” usually provides for pre-negotiated terms that automatically apply if the studio wishes to proceed with development, although, especially in the context of a staffing deal, it may simply be a first negotiation right, with the eventual substantive terms being subject to good faith negotiation.
First Negotiation (or First Opportunity or First Opp or FN or ROFN)
A contractual requirement that the seller of rights must undergo exclusive good faith negotiations with the holder of the first negotiation right before the seller may negotiate with other interested parties.
First Priority (or First Position)
A class of services that gives an employer studio the general right to require the individual to render services when and where required by the studio, with the individual’s services for third parties being subject to the individual’s commitment to satisfy his or her obligations to the first-priority employer.
First Refusal (or FR or ROFR)
A contractual requirement providing that, if the seller of rights is prepared to accept terms less favorable to the seller than those last offered by the holder of the first refusal right (or, alternatively, less favorable than those last demanded by the seller), then prior to accepting the deal, the seller must give the first refusal holder an opportunity to purchase the rights on those same terms. This right is typically granted alongside a first negotiation right.
First-Run Syndication
Licensed broadcasts of first-run original content produced by third-party studios or production companies directly for broadcast stations without an intermediary commissioning network, frequently in the genres of daytime talk shows and daytime game shows.
Force Majeure
“Acts of god” (such as war, earthquakes and major weather events, union strikes, and other events beyond any party’s reasonable prediction or control) that may serve to extend time periods or excuse the performance of obligations under a contract.
Forced Co-Production
A co-production arrangement between a supplier studio and a network’s studio affiliate that is “forced” upon the seller studio by the network as a condition of making a deal for a series.
Format
The overall concept and branding of a copyrighted television program, including general story, setting, and characterization, but not including the specific scripts and/or shot episodes of the original series. The term “format” also refers to a WGA-covered written document prepared by a writer that sets out major themes, storylines, character arcs, or other information about an intended series. A format document is understood to be shorter and less detailed than a complete series “bible”—another WGA-covered piece of writing that serves the same purpose, but requires higher scale minimum compensation—but there is otherwise no standard length, structure, or contents for such documents, nor any clearly delineated features that differentiate formats from bibles, leaving writers to largely craft them as they see fit (with the input of the studios and/or networks that have commissioned them).
Format Fees
Fees payable to the owner of a television format in exchange for the right to create a local television series based on the format of an existing show.
Fresh Cash
In the context of an overall term deal, additional payments due to the talent in excess of the minimum guarantee under the deal (i.e., payments that are not recouped against the guarantee). More generally, whenever someone receives any kind of financial guarantee or advance, additional sums actually earned and payable beyond that initial guarantee or advance may be referred to as “fresh cash.”
Frozen Rights
Rights that are unexploitable by both the buyer and the seller under an option/purchase agreement unless the parties are able to reach some future agreement on the terms for the “unfreezing” and exploitation of the rights, or the “freeze” otherwise expires according to the terms of the contract (and the rights revert to the sole control of one of the parties).
FVOD
“Free Video on Demand,” i.e., access to digital content without a direct charge, paid subscription, or requirement of viewing ads.
G
Generic Spinoff
A spinoff television series that includes as a principal character one or more principal characters who appear in the original series, or the underlying work on which the original series is based.
Greenlight
An order of a pilot or series to production that has cleared necessary corporate approvals and, while still subject to outstanding mutual approvals between studio and network (e.g., for budget or casting), is considered “firm” or “non-contingent” and leads to a rapid build-up in hiring, spending, and preparation for production.
Gross Budget
The production budget (i.e., anticipated cost of production) of a television series, without regard for any applicable tax incentives.
Gross Receipts
A contractually defined term to capture the accountable revenue received by (or credited to) a studio from its exploitation of a television series and all rights therein, from all sources. In the context of talent profit participations (as opposed to co-production waterfalls), it may exclude certain revenues or provide for special accounting terms (e.g., a royalty) for certain types of revenues.
Guest Star (or Guest Deal)
A major speaking performer in a series who is not a series regular, but who is more prominent than “co-stars” in smaller roles or background actors, and who is explicitly credited as a “guest star” (or under the heading “guest starring”). The deal to hire a guest star to perform on a series is usually called a “guest deal.”
H
HBAVOD
“High-Budget AVOD,” a category created in the 2023 WGA Basic Agreement to newly extend MBA minimums to high-budget original series for FAST channels/services like Roku and Freevee, based on budget thresholds.
HBSVOD
“High-Budget SVOD,” a category defined in the WGA Basic Agreement for purposes of determining scale compensation and other minimum terms of employment for original series in streaming, based on subscriber count and budget thresholds.
Holdback
A contractual agreement not to exploit reserved rights in a piece of intellectual property until a specified amount of time has passed or some triggering event has occurred.
Horizontal Integration
An acquisition or merger of companies that produce the same (or closely related) products, creating a larger-scale business that can operate more “efficiently” (i.e., lay off now-redundant employees) and has greater market power and leverage (due to no longer having to compete with one another).
Horse Race
A situation in which multiple projects/studios have equivalent “no position” deals with a single writer, and therefore, the first of the writer’s projects to be ordered to production is the one that secures the first priority right to the writer’s services for the two-year term of the writer’s deal.
I
IATSE
The International Alliance of Theatrical Stage Employees, the union representing most “below-the-line” crew working in the U.S. television industry.
Idea Theft
A patchwork of state law actions available to plaintiffs who believe their ideas have been unjustly stolen, primarily a claim of breach of implied contract, on the theory that a studio’s decision to hear a pitch implies a commitment that it will not use the idea presented without entering into some kind of agreement with the pitching party for rights and/or services.
If/Come
An agreement by which a studio negotiates writing and producing terms for a writer to develop a specific creative concept, but the entire agreement (including all financial commitments) is contingent on the studio, in turn, selling that idea to a third-party network licensee (which will contribute to the development costs of the project).
Impairment Charge
Under Generally Accepted Accounting Principles (GAAP), a one-time write-off on a company’s balance sheet of the “goodwill” value of assets that have lost most or all of their value. An “impaired asset” is one that has a market value less than the value listed on the company’s balance sheet or, put another way, an asset whose fair market value is less than its “carrying value” (historical cost minus accumulated depreciation).
Imputed License Fee
A contractually defined amount, used by a studio calculating contingent compensation due to profit participants, representing the revenues received by the studio from a license to an affiliated network.
In the Field
Production of a television program on location and not in a studio environment, often associated with lower-budget unscripted documentary series.
Independent Studio
A television studio that has no corporate relationship, or only a highly attenuated corporate affiliation, with a network, and which usually has the capacity to finance production of a series (with cash or debt).
^Indie TV (or Independent TV)
The financing and production of television series without a commission (and therefore without a license fee commitment to offset risk) from any major exhibition platform(s). As a business model, indie TV is even higher risk/higher reward than traditional network order-based television production, and requires significant cost sensitivity and risk tolerance.
Initial Domestic License
The original license agreement entered into between a studio and the commissioning U.S. network, providing for the production of a television series.
Inside Terms
The specific terms (e.g., fees, bonuses, royalties, contingent compensation, etc.) applicable for every individual project initiated or serviced during the term of an overall or first-look agreement.
Intentional Infliction of Emotional Distress
A tort claim whose elements are: (1) an intentional act by the defendant; (2) the defendant’s conduct was extreme and outrageous (beyond the standards of civilized decency); and (3) the plaintiff suffered severe emotional distress (as manifested by physical symptoms, a demonstrated lack of productivity, or a medically diagnosed mental disorder) that was caused by the plaintiff’s act.
Intervening Days
In episodic directing agreements, scheduled or unscheduled hiatus days, of which seven per episode must be treated as paid work days before the studio can treat further hiatus days as unpaid.
L
Last Refusal (or LR or ROLR)
A somewhat uncommon and burdensome contractual right, also granted alongside a first negotiation right, which requires that the seller of rights give the last refusal holder a final opportunity to accept the terms of any deal that the seller is prepared to enter into with a third party, even if the third party has offered the seller more favorable terms than were previously offered by the last refusal holder.
Laverne & Shirley Credit
A form of joint first-position credit granted to two co-leads, in which both credits appear on a single card, with one name positioned to the bottom-left and the other to the upper-right.
^Layoff
The transfer of ownership and control of a development project to a studio or exhibition platform by an independent producer who initially financed developed the project (acting in a “studio” capacity). Layoffs are typically forced a studio or platform that is interested in developing or producing a project, but not willing to recognize the current rightsholding producer “as a studio” (with all the rights, controls, and financial accounting terms that status typically entails). A producer who “lays off” a project on a buyer typically accepts a work-for-hire engagement as a non-writing producer, in lieu of retaining ownership (or co-ownership) of the project and licensing it to the buyer.
Lead Studio
In a co-production arrangement, the studio that is responsible for managing physical production of the series.
Libel
Written or otherwise fixed and recorded defamation.
Libel-Proof
A legal term for an individual whose reputation is so tainted that he or she can no longer sustain claims for defamation, at least regarding certain subjects.
License Agreement
An agreement between a studio and a network or other licensee, by which the studio grants the network/licensee specified, limited rights in the series, for a specified territory and period of time, in exchange for negotiated compensation.
License Fee
The base compensation payable by a network or other licensee to a studio in connection with a license agreement.
Life Lock
A guarantee (potentially subject to specified conditions) that an individual will receive payment of his or her episodic fees for all episodes produced for the entire run of a television series.
Life Rights Agreement
A waiver of claims that may otherwise be brought by an individual who is depicted in a television series without his or her consent.
Likelihood of Consumer Confusion
The key concept that must be proven in order to establish liability for trademark infringement. In assessing the likelihood of consumer confusion, courts consider: (1) the strength of the plaintiff’s mark; (2) the similarity of the marks; (3) proximity of the products and their competitiveness with one another; (4) evidence that the plaintiff might “bridge the gap” by developing a product for sale in the defendant’s market; (5) evidence of actual consumer confusion; (6) evidence that the defendant adopted or used a mark in bad faith; (7) the respective quality of the parties’ products; and (8) sophistication of consumers in the relevant market.
Limited Series
A series which is creatively designed and intended to run for a single season from inception, and which therefore usually features a story arc that wraps up neatly by the end of the final episode of the initial season. In earlier eras, such programs were usually referred to as “mini-series.” Ongoing anthology series which feature new storylines, characters, and performers (or past performers in totally new roles) from season to season are sometimes treated as a succession of “limited series,” rather than successive seasons of a single ongoing series, especially for purposes of awards consideration for the Emmys, Golden Globes, and other major awards in which the “limited series” categories are often perceived as less competitive.
Linear Exhibition
Exhibition of a continuous pre-programmed stream of content that is accessed by the customer by dipping into the stream at any given time, without the customer having on-demand control over what he or she watches and when.
Liquidated Damages
Specific contractually defined monetary damages, which are often used in contracts when it would be difficult or impossible to accurately measure the real-world economic harm of a given contractual breach (such as a breach of confidentiality obligations).
Literary Agent or Manager
An agent or manager who specializes in representing writers, directors, and/or producers, as opposed to actors.
Live + Same Day [“SD”] (or Live + 3, or Live + 7)
Categories of television ratings published by the Nielsen Company, measuring the number of viewers who watched a given television program as it aired in real time or by 3 a.m. the day after the initial broadcast (for Live + SD), or within three or seven days after the initial broadcast (for Live + 3 and Live + 7, respectively).
Lock
The period of time for which a writing or non-writing producer’s fees are guaranteed, if the series is actually produced for that long, whether or not the individual’s services are actually used.
Logo Credit (or Company Credit)
A logo that appears after the end credits at the end of each episode of a television series, which bears the name of the “production company” of a showrunner or high-level non-writing executive producer, or of the studio(s) behind the series.
M
MAGR
“Modified Adjusted Gross Receipts,” a common term for the principal form of defined contingent compensation accorded to profit participants in television series. Different studios may use different terms for this concept, including “Modified Gross Receipts” or “Contingent Proceeds.”
Main Titles (or Main Credits)
An opening title/credit sequence that precedes the actual action of each episode of a television series, which may be elaborately animated or produced. This term may also be used somewhat interchangeably with “opening titles.”
Main-On-End
A format of “main titles” or “main credits” appearing immediately after the action of the episode rather than before, in which the standard order of main title credit groupings is reversed, but credits within each grouping (e.g., all series regular credits) appear in the same order as they would in standard main title formats.
Major Role Performer
Performers whose compensation exceeds 10% of the daily minimum with a guarantee of eight days for a one-hour program or five days for a half-hour program (but lower than the compensation threshold for “modified guest performers”), whose services are governed by Schedule C of the SAG-AFTRA Basic Agreement (which provides for less restrictive work rules than applicable to daily performers governed by Schedule A or weekly performers governed by Schedule B). Sometimes referred to as “top-of-show,” especially where a studio treats the “major role performer”/Schedule C minimum as its “top” permitted guest star fee for a series.
Manager
A representative of motion picture or television talent (e.g., actors, writers, directors, producers, etc.) whose principal role is to counsel clients on their careers and/or to serve as creative partners on clients’ projects, but not necessarily (or at least officially) to procure employment for the client.
MBA
“Master Basic Agreement,” the official term used to describe the primary collective bargaining agreements for each of the major entertainment unions.
MFT (or MOW)
“Movie for Television,” an updated version of the older broadcast-oriented term “Movie of the Week,” referring to a feature-length production that is produced for initial exhibition on television or streaming (but not considered to be the equivalent of a “theatrical” feature film that is released directly to streaming).
Mid-Roll
A term for advertising that appears as part of a distinct commercial break that interrupts a given piece of content.
Mini-Room (or Development Room or Pre-Greenlight Room)
A “miniature” writers’ room—shorter in length and smaller in size than a “full” writers’ room for a firmly ordered series season—convened by a studio and/or network to engage in further creative development prior to the network committing to the production of a first or subsequent season of a series.
Mini-Series
A series which is creatively designed and intended, from inception, to run for a single season, and which therefore usually features a story arc that wraps up neatly by the end of the final episode of the initial season, today more often referred to as a “limited series.” A true “mini-series,” however, as the term was long used in broadcast and basic cable television, also comprised fewer episodes than a standard full-length season of a standard ongoing series.
Modified Deal Performer
A new sub-category of performers under Schedule C of the 2023 SAG-AFTRA Basic Agreement, for guest stars with higher fees than those for “modified guest performers” but lower than the Schedule F threshold, that is generally governed by Schedule C but permits longer work periods (up ten days times the number of guaranteed episodes, over a period of up to thirty days times the number of guaranteed episodes).
Modified Guest Performer
A new sub-category of performers under Schedule C of the 2023 SAG-AFTRA Basic Agreement, for guest stars with higher fees than those for “major role performers” but lower than the threshold for “modified deal performers,” that is generally governed by Schedule C but permits longer work periods (up eight days times the number of guaranteed episodes, over a period of up to twenty-three days times the number of guaranteed episodes).
*Modified Two-Year Lock (or Two-Year Warner Lock)
See “Warner Lock.”
Money Break
An MBA-defined threshold minimum amount or rate of compensation above which one or more specific collectively bargained protections applicable to lower-paid union-covered employees no longer apply (or the applicable terms become “freely negotiable”).
Morals Clauses
Contractual terms, most often found in acting and commercial endorsement agreements, that give a studio or other employer the right to terminate an individual’s engagement (and void any applicable guarantees, and sometimes credit requirements) if the actor commits or is convicted of a crime, or engages in other conduct that may offend the general public or otherwise damage or reflect unfavorably upon the studio or network.
Multi-Camera Comedy
The traditional form of television comedy (such as The Mary Tyler Moore Show or Friends), characterized by: (1) filming before a live studio audience (with multiple cameras simultaneously filming each take of each scene); (2) use of a small number of stage-built sets; (3) frequent reliance on laugh tracks; (4) a more “old school” or “classic” feel to audiences; and (5) generally lower production costs, relative to single-camera comedies.
Must Carry
The right of a broadcast station, pursuant to the 1992 United States Cable Television Consumer Protection and Competition Act, to compel an MVPD to offer the station to local subscribers in their markets for no compensation paid to or by the MVPD.
MVPD
Multichannel video primary distributors (MVPDs), i.e., cable, satellite, and telecommunications providers that sell to consumers subscriptions for packages of various television networks.
N
Net Budget
The gross budget of a series, after deducting tax incentives or rebates obtained (or anticipated) by the studio in connection with the production.
Network
A business that aggregates content and markets and exhibits that content to customers, but is not necessarily the producer or owner of the content that it exhibits.
Network Code
The SAG-AFTRA National Code of Fair Practice for Network Television Broadcasting, a SAG-AFTRA collective bargaining agreement (distinct from the SAG-AFTRA TV/Theatrical Contract that governs feature films and scripted television) that governs news, shows, talk shows, soap operas, variety, reality, game shows, and sports programming.
Newsworthy
A legal concept, derived from the First Amendment, that identifies “matters of legitimate public concern.” If true facts are deemed to be newsworthy, then the publication of those facts cannot be the basis of liability for the tort of public disclosure of private facts.
Nominative Fair Use
A defense to a claim of trademark infringement, derived from the First Amendment, which allows the public to freely use a protected trademark to literally describe the product or service underlying a mark. In considering a claim of nominative fair use, courts look at three elements: (1) the product or service in question must be one not readily identifiable without use of the trademark; (2) only so much of the mark may be used as is reasonably necessary to identify the product or service; and (3) the user must do nothing that would, in conjunction with the mark, suggest sponsorship or endorsement by the trademark holder.
Non-Writing Executive Producer (or NWEP)
An individual who is not a writer but who serves an important role in the creative development and/or physical production of a television series. This category may include individuals who scour the marketplace for interesting pitches from writers and underlying properties to adapt and bring to studios; individuals with close relationships with key talent who can attract prominent writers, directors, or actors to a project; directors who work on the production of a series on an ongoing basis even when not personally directing a particular episode; and managers or other close confidantes and creative partners of writers, rightsholders, star actors, or other key creative elements.
O
Off-Network
A term that generally describes a studio’s distribution/exploitation of a television series outside of the original commissioning network. It frequently refers more narrowly to television exhibition of the series off the original network, and may be used interchangeably with “syndication.”
Off-the-Top
A term that refers to the deduction of expenses as part of a contractually defined contingent participation formula to calculate a specific accounting unit in which a profit participant has a share (e.g., “Modified Adjusted Gross Receipts”). As a plural noun, “off-the-tops” may also refer to a specific sub-category of distribution expenses that includes checking, collection, currency conversion, and certain tax (but not income tax) expenses.
On Demand
In a streaming environment, the ability of viewers to select specifically what programs they want to watch and when they want to watch them; as distinct from linear exhibition, which entails the viewer “dipping into” an ongoing pre-programmed/scheduled stream of content.
On-or-About
As applied to work dates, indicates the studio’s right to move an actor’s start date within a specified period (often up to two weeks on either side of a tentatively provided date), as permitted under the applicable schedule of the SAG-AFTRA Basic Agreement.
Online Video Distribution
The FCC’s preferred regulatory term for the market most people refer to as “streaming” or “digital video.”
Opening Titles
Credits that appear at the beginning of each episode of a television series, with text superimposed over the actual filmed action of the episode, often appearing after and separate from a dedicated main title sequence. This term may also be used (albeit less precisely and accurately) as a synonym for “main titles.”
Option
In the context of an option/purchase agreement, the buyer’s right to purchase the negotiated rights. In the context of a services agreement, the studio/employer’s right to require an individual to continue rendering services on a television series (whether for an extended period on the current season, or for a subsequent season) on pre-negotiated terms.
Option/Purchase Agreement
An agreement by which a buyer (in the television context, typically a studio) acquires the exclusive and irrevocable right, for a specified period of time, to purchase certain specified rights in a given property, on pre-negotiated terms.
Overages
Production costs incurred by a studio in excess of the ingoing budget for a production.
Overall Deal (or Overall Term Deal)
An agreement by which a studio obtains the fully or substantially exclusive services of an individual for the term of the agreement.
Overhead
In the context of profit participation or co-production waterfall definitions, a percentage of production costs (usually 10% to 15% for talent participants, and 5% to 7.5% in co-production agreements) deducted by the studio from a television series’ gross receipts, as compensation to the studio for the in-house salaries, offices, and other overhead expenses used in the studio’s production business. As a more general term, “overhead” identifies such salaries, facilities costs, and other general operating expenses of a business (which are not related to any specific production).
Override
A distribution fee charged by a studio on the gross receipts generated by a subdistributor, over and above the distribution fee charged by the subdistributor, as compensation to the studio for the effort and expense of managing and monitoring the subdistributor.
Over-the-Top
A catch-all term for content services that users access through their general-purpose internet subscriptions, without relying on a separate, service-specific technological system (such as the coaxial cables that underlie cable television or fiber-optic cables used by telecom providers).
Owned & Operated (or O&O)
A local broadcast station that is directly owned and operated by the national broadcast network whose programming it carries.
P
Page One Rewrite
A rewrite of an existing script that is so extensive that it functionally amounts to throwing out the existing script and starting from scratch on a new first draft.
Paid Advertising
A contractual defined term that identifies what type of advertising activity is deemed to be a “paid ad” (as opposed to, e.g., an “excluded ad”) for purposes of a studio satisfying its obligations to a credit recipient (such as an actor) with respect to according credit in advertising for a series.
Passive Integration
A form of product integration in which a product or logo appears visibly but passively on screen during a program, without the characters on screen actively touching, using, mentioning, or otherwise interacting with the product.
Pay-or-Play
A guarantee that an individual will be paid some specified amount, whether or not the artist’s services are actually required or used by the hiring party. May also be used as a verb to describe terminating a service provider without legal cause.
Pay TV
In common usage, a blanket term for cable, satellite, and other traditional MVPD subscriptions. As used in the WGA and DGA Basic Agreements, “pay TV” refers more narrowly to premium pay networks (as distinct from “cable” or “basic cable”).
Peak TV
A term coined by FX Networks Chief Executive Officer John Landgraf, in an August 2015 presentation to the Television Critics Association, to describe the then-current era of prolific television programming, characterized by: (1) a high volume of series being produced and exhibited; (2) significant fragmentation of the television audience; (3) escalating production budgets and fees for the most valuable talent on the most premium productions; (4) the prevalence of low-cost programming alternatives from parties unwilling or unable to compete in the blockbuster arms race; and (5) significant disruption and innovation in business and exhibition models.
Penalty
A significant payment, negotiated as part of a development deal between a network and studio, owed by the network to the studio in the event the network elects not to proceed to production of a pilot and/or series.
PH&W
“Pension, Health, and Welfare” benefit plans that are provided to members by all the major entertainment unions, which are primarily financed by direct studio contributions to the union-affiliated plans (calculated as a percentage of the guild member’s compensation, and subject to caps above which no further PH&W contributions are due).
Picking Up
A slang term for exercising an option. It may be used to refer to a network exercising its option to order production of a pilot and/or series (first or subsequent seasons), or a studio exercising its option to purchase a property or to engage an individual to render services on such pilot and/or series.
Pilot/Feature Out
In an episodic directing agreement, the director’s negotiated right to opt out of their engagement (with at least three or four weeks’ advance notice) in favor of accepting a conflicting (and more lucrative) outside pilot directing, feature directing, or (sometimes) producing/directing opportunity.
Pilot (or Prototype)
A standalone episode of a television series that is used to establish and demonstrate the style and content of a proposed television series, and to persuade a network to order production of a full season’s worth of episodes for that series.
Pilot Commitment
A commitment by a network to order (and pay its applicable license fee/cost share for) the production of a pilot. This term may sometimes be used interchangeably with “put pilot.”
Pitch
As a noun, it refers to a verbalized idea for a new series that has not been reduced to a written screenplay. As a verb, “pitch” refers to the act of trying to sell a project to a buyer (e.g., a writer may pitch a studio; and a studio and writer may jointly pitch a network).
Planted Spinoff
A spinoff television series that follows a character who is introduced anew into the original series to set that character up for his or her own series, e.g., the character of Mork from Ork, played by Robin Williams, who appeared in a single episode of Happy Days before being spun off into the series Mork & Mindy.
Point
A slang term for a single percentage point of contingent compensation (in television, typically MAGR).
Point-for-Point Basis
The reduction of a participant’s contingent compensation entitlement by one percentage point for every percentage point of contingent compensation paid or committed to a third party, without regard for any differences in the definition of such “points” for each of the participants. From the perspective of a backend-granting studio, a “point-for-point” reduction may be more favorable than a “dollar-for-dollar” reduction if the “points” of the party bearing the reduction are more favorably defined (and therefore more valuable) than the “points” granted to the third party triggering the reduction.
Polish
A revision to a screenplay that is less intensive than a “rewrite,” in which changes are made to dialogue, narration, or action, but without altering the basic storyline or interrelationship of characters in the script.
Position (or Priority)
The right of one prospective employer to require the services of an individual, as, where, and when required by that employer, relative to the potentially competing right of a different employer to require the same individual to render services.
Post-Roll
A term for advertising that appears after a completed view of a piece of content.
Premium
In a cost-plus deal, the amount by which the license fee exceeds the show’s cost. Also, sometimes a euphemism for “expensive.”
Premium Pay Network
“Premium channels” offered on pay TV with an additional monthly fee beyond that for the base cable/satellite bundle (e.g., HBO, Showtime, etc.). In the WGA and DGA Basic Agreements, such networks are referred to as “pay TV.”
Precedent
The universe of financial and non-financial deal terms that a studio has ever agreed to in its deals, which is often rigorously monitored and enforced as a way of resisting constant pressure from talent representatives for ever-improving deal terms.
Pre-Roll
A term for advertising that appears before a given piece of content.
Product Integration (or Product Placement)
A broad term capturing the paid use, depiction, and/or mention of an advertiser’s product within a television show (or other filmed entertainment).
Production Company
A company that manages the physical production of a series (i.e., the day-to-day management of all the human and physical resources that go into the production process), without necessarily owning the intellectual property in the produced series. Alternatively, “production company” may refer to a company brand for a prominent individual writer, director, or non-writing producer (who may work in conjunction with one or more creative assistant(s) and/or executive(s) on that individual’s payroll).
Pro Rata
Proportionate.
Public Disclosure of Private Facts
A privacy-based tort claim whose elements are: (1) a public disclosure by a defendant; (2) of one or more facts about the plaintiff that were private; (3) whose publication was offensive to a reasonable person of ordinary sensibilities; and (4) where the facts being published are not newsworthy.
Public Domain
The status of a once-copyrighted work whose copyright has expired, or has otherwise terminated for technical reasons applicable to older works under the 1909 Copyright Act. A “public domain” work may be used freely by any member of the public without permission from or compensation to the original copyright owner. The term “public domain” may also be used to identify material that is not eligible for copyright protection and is therefore also free to use, such as facts.
Purchase Price
The pre-negotiated amount paid by the optioning party to acquire the rights under option in an option/purchase agreement.
Put Pilot
A sub-category of “pilot commitments” for which the network owes the studio a further penalty if it declines to order a series following production of the pilot. However, this term may casually be used interchangeably with “pilot commitment.”
PVOD
“Premium Video on Demand,” i.e., a variation on TVOD in which especially highly anticipated films are made available for download concurrently with, or very shortly after, their initial theatrical releases, at a significantly higher price point than a standard movie ticket or TVOD transaction (e.g., $29.99). The availability of a title on PVOD may or may not be limited to subscribers of a related SVOD service (on which the title would be offered to subscribers at no additional charge after a further delay).
R
Ratings and Rankings Bonuses
Additional payments from the network to the studio pursuant to a network license agreement (often, but not always, on a per-episode basis) that are triggered by a series achieving certain average viewership benchmarks, as measured and published by the Nielsen Company.
Recoupability
The extent to which guaranteed compensation under an overall deal may be treated as a pre-payment of, or an advance against, fees that are actually earned by the talent for services rendered during the term of the overall deal.
Recurring Guest Star (or Recurring Guest Deal)
A guest star who is engaged to perform in multiple episodes of a series without being a series regular (or the deal to engage that performer).
Reserved Rights
Those rights in a piece of intellectual property that are excluded from the grant of rights under an option/purchase agreement and that are therefore “reserved to” the seller/grantor of rights (e.g., the author of a book).
*Residuals
Passive payments owed to talent, as a percentage of revenues received by a studio from international and other secondary exploitation of a series, pursuant to applicable union collective bargaining agreements. Commonly confused with, but distinct from, contingent compensation or profit participation (which is freely negotiated and contractually defined).
Retransmission Consent
The right of a broadcast station, pursuant to the 1992 United States Cable Television Consumer Protection and Competition Act, to negotiate with an MVPD for economic and/or non-economic compensation from the MVPD in exchange for allowing the MVPD to include the station in packages for local subscribers.
Reverse Retransmission
The practice of broadcast stations sharing with their affiliated networks some portion of the retransmission consent fees they receive from MVPDs.
Reverse Royalty
In the context of unscripted documentary series that follow the personal and professional dramas surrounding real-life businesses, money or equity owed by the subject of the series (either as an individual or a company) to the network or production company in exchange for the promotional value provided by the series.
Reversion
Following the acquisition of rights pursuant to an option/purchase agreement, the return of certain rights to the original rightsholder/grantor after a specified period of time, depending on whether or to what extent programming has actually been produced based on the granted rights.
Right of Publicity
An individual’s commercial right, derived from the more general legal right of privacy, to control the use of his or her name, likeness, or other indicia of identity in commerce. The elements of a claim for infringement of the right of publicity are: (1) the defendant’s use of the plaintiff’s identity; (2) the defendant’s appropriation of the plaintiff’s identity to the defendant’s advantage, commercial or otherwise; (3) the absence of consent from the plaintiff; and (4) injury to the plaintiff.
Roll a Deal
A studio’s decision to postpone the commencement of a writer’s services under a firm script deal by up to twelve months, into the next development season. The decision and right to roll a deal may be based on the writer’s professional unavailability, or, if the deal permits, the studio’s convenience and discretion.
Rolling Five
A once-common standard for companion digital rights in licenses to linear networks, granting the network the right to make available to customers up to five episodes of the series at a time on an on-demand basis, to enable customers who fall behind on a series to catch up on recent episodes. In more recent licenses, the “rolling five” right has mostly been replaced with full in-season “stacking rights.”
Royalty (or Passive Royalty)
A passive (i.e., no-services-required) episodic payment that is usually granted to an individual or rightsholder pursuant to an option/purchase agreement for underlying rights, the agreement with the pilot writer/series creator, and/or the pilot director agreement.
Run
A distinct scheduled exhibition of an episode of a television series. A network license agreement with a traditional broadcast or cable network will typically limit the network to a specified number of runs for each episode of the series, or allow the network to make additional runs in exchange for additional license fee payments.
Run-of-Show
In content licensing, a phrase used to help define the exhibition term for granted rights, generally from the initial exhibition of the pilot/first episode of a series until the initial exhibition of the final episode of its last season; most streaming license terms for ongoing series are defined as “run-of-show” plus a number of years (often ten). The term “run-of-show” may also be used as slang in physical production, especially for feature films, to refer to the full scheduled period of principal photography for a series season.
S
SAG-AFTRA
The Screen Actors Guild/American Federation of Television and Radio Artists, the union representing professional actors and other on-camera performers working in the U.S. television industry.
Scenes a Faire
“Stock scenes” and other creative elements that are expected for a particular genre and are not protectable under copyright.
Script-to-Series
A common term for an agreement between and a studio and network for the development of a proposed series in which the network does not have the right to order a pilot, and (absent a future concession from the studio) will therefore have to choose between committing to a series season or producing nothing at all.
Second Unit
A group of crew members who work largely independently of the production’s “main unit” to capture scenes that are too time-consuming, too dangerous, or not important enough for the main unit to handle. Common assignments for second units include scenes with stunts, drone and other aerial photography, establishing shots, B-roll, inserts, cutaways, and pickups.
^Semi-Weekly (or Semi-Monthly)
Occurring twice per week, i.e., 104 times per year (or twice per month, i.e., 24 times per year, as applicable). Because bi-weekly and semi-weekly are very frequently confused, it is best to avoid both words (or to include an explicit definition) in contracts or in other communication settings where clarity is essential.
Separate Pot
A royalty or profit participation in a specified category of rights (most commonly merchandising), for which the applicable revenues and expenses are not cross-collateralized with revenues and expenses from other rights or from the production and distribution of the series generally.
Separated Rights
Certain allied and ancillary rights (including stage, theatrical, publication, and merchandising rights) that are automatically reserved to the writer/creator of an original television series under the WGA Basic Agreement, unless the commissioning studio satisfies the upset price for the pilot script and purchases the separated rights from the writer in a separate negotiated document.
Series Bonus Exhibit (or SBE)
A streamer-like bonus structure adopted by Disney, starting in November 2019, to replace traditionally defined contingent compensation for shows produced by Disney/Fox studios.
Series Commitment (or Straight-to-Series Order)
A commitment by a network to order (and pay its applicable license fee/cost share for) the production of all episodes of a proposed series’ first season, without going through a pilot step.
Series Production Bonus
An alternative term used to describe a “series sales bonus” that is not subject to episodic proration.
Series Regular
One of the six to ten lead actors (or more in later seasons of a series) who are most central to a show’s creative content and who enter into complex, multi-year deals that firmly establish the television series as their primary employment obligation for as long as the studio and network maintain options for the actor’s services and wish to continue to employ them.
Series Sales Bonus (or SSB)
A bonus payment payable in the event a series is ordered to production of its first season (or, in rarer cases, subsequent seasons), usually proratable based on the number of episodes produced. These bonuses are commonly granted in connection with option/purchase agreements for underlying rights, agreements with show creators, and pilot director agreements, and may also be agreed to for non-writing producers.
Series Term
The number of consecutive, dependent options held by the network to order additional seasons of a series pursuant to a network license agreement.
Set-Up
The act of entering into an agreement with a network to develop and/or produce a new television series.
Shiny Floor Show
A high-budget game show or studio-based competition show produced in a glossy studio environment, such as $100,000 Pyramid or The Voice.
Shopping Agreement
An agreement by which the parties agree to jointly develop and pitch a project, and agree that neither party will enter into a further agreement with a studio (or other buyer) in connection with the project unless the other party also successfully negotiates a deal for itself.
Showrunner
The lead individual creative force guiding the production of a television series, with primary responsibility for generating story arcs, leading large teams of writers and other production personnel, understanding and managing budgets and schedules, and otherwise coordinating with studio and network executives. The showrunner is typically a writer, and frequently/ideally the writer who wrote the pilot script and created the series (if that individual is senior and experienced enough to be able to handle the role).
Showverall
A slang term for an overall deal that is entered into solely or primarily to retain the services of the writer for the benefit of a specific ongoing series.
Single-Camera Comedy
The more contemporary and recently fashionable style of television comedy (such as The Office or Modern Family), characterized by: (1) more location (rather than stage) filming; (2) lack of live audiences and laugh tracks; (3) a more “premium” feel to audiences; and (4) generally higher production costs, relative to multi-camera comedies.
Slander
Spoken defamation.
Soft Work Window
Under the 2023 SAG-AFTRA Basic Agreement, a date range provided by studios to recurring guest stars without firm working dates, equal to the guaranteed period of employment in the performer’s contract (based on business days), plus five business days before and after the guaranteed period of employment. During the soft work window, a contracted performer must notify the studio of any new proposed conflicting work and give it an opportunity to preempt the outside job, reschedule around it, or reduce the actor’s guaranteed engagement (to the extent unfulfilled due to the outside job).
Source Credit
Credit accorded to the underlying work from which a series is adapted, e.g., “Based on the novel by [AUTHOR].”
Span Protection
A protection for television writers pursuant to the WGA Basic Agreement providing that, for writers earning episodic fees with guaranteed annual compensation under an MBA-dictated threshold amount—for the 2023–26 contract term, $450.000 for primetime network/HBSVOD or $375,000 for cable/HBAVOD—each episodic fee can buy out no more than 2.4 weeks of services (with additional weeks payable at the pro rata weekly rate).
Spec Script
A fully written script prepared by a writer “on spec,” i.e., independently and without guaranteed compensation, in order to help the writer convince a studio to develop the project.
Special Purpose Vehicle (or SPV)
A one-off subsidiary of a larger studio, through which the studio elects to enter into all of the relevant contracts for the production of a series. Such SPVs may be favored by studios for reasons of liability management, union obligation management, and/or tax and accounting preferences, among other considerations.
Stacking Rights
In a license agreement with a broadcast (or other linear) neatwork, streaming exhibition rights for all episodes of the current, ongoing season of a series, which may be exploited by the network directly on its own branded digital platforms or via affiliates (such as Hulu).
Staff Writer
The junior-most rank of television writer, whose terms of employment are governed by Article 13 of the WGA Basic Agreement.
Staffing
The process of engaging writers and writer/producers to join the writer’s room of a series. The term “staffing writer” may be used to refer to a writer or writer/producer who is engaged to work on a series, but who is not the series creator or showrunner.
Step Deal
An engagement that is divided into a smaller initial guaranteed work period and (at the studio’s option) a more “complete” total period of services. Step deals are common for early-stage hires, such as line producers and casting directors, and are used to manage the extent of the studio’s guaranteed financial obligations when a series is in contention or has been ordered subject to a contingency (such as approval and casting of a lead actor), but not fully greenlit.
Story
As used in the WGA Basic Agreement, literary or dramatic material indicating the basic characterization of the principal characters and primary storyline of a script, but without detailed dialogue or scenes sufficient to constitute a complete teleplay.
Story Editor (and Executive Story Editor)
The second and third most junior rank of television writer, respectively, and the first two that are subject to the more favorable provisions of Article 14 of the WGA Basic Agreement, governing “Writers Employed in Additional Capacities.”
Straight Offer
A firm offer of employment to an actor for a role (often but not necessarily as a series regular), without the requirement that the actor submit to an audition or “test” process.
Stripping
The licensing of library episodes of existing television series for reruns on a basic cable network or broadcast station(s) on a more-than-once-per-week basis (typically five-times-per-week).
Studio
The entity responsible for the financing, development, production, and distribution of television productions, and the core rightsholder for such productions, traditionally controlling every facet of their worldwide exploitation.
^Studio Buyout
Separately stated compensation, on top of the customary terms accorded to non-writing executive producers, payable to an independent producer as part of a “layoff” deal as additional compensation for the independent producer relinquishing its ownership of (and status/entitlements as a bona fide studio for) the project.
Stunt Casting
The casting of an especially significant star in a relatively minor supporting role (typically motivated by the marketing or publicity value to the network of the special appearance).
Subdistributor
A third-party distributor that is engaged to assist a studio in distributing a series in media or territories where that studio lacks the necessary resources, relationships, or expertise to effectively distribute the applicable rights itself.
Subsequent Productions (or Derivative Productions)
A broad term for additional audiovisual productions that feature or are based on the plot, main characters, or other principal elements of a television series, including, without limitation, television sequels and prequels, television spin-offs, and theatrical feature films based on a television series.
Substantial Similarity
A key legal factor for determining liability for copyright infringement, addressing whether a defendant’s work is so similar to a plaintiff’s as to amount to actionable improper appropriation.
Substantial Truth
In defamation law, the concept that a disputed statement or depiction need not be perfectly accurate in every conceivable way to be immune from defamation liability, so long as it is substantially true.
Supervising Writer (or Supervisor)
An experienced creator/showrunner attached to a development project during its early phases to “supervise” and guide the work of a junior creator, typically with the expectation that the supervising writer will also be the showrunner (or senior partner co-showrunner alongside the creator) of the eventual series, if produced.
Suspend and Extend
A studio’s rights, most prominently (but not exclusively) in the context of overall term deals, to suspend the payment of compensation and running of any applicable time periods while an individual is unable to render required services due to their disability or default, or a force majeure event (including a union strike); and, at the studio’s independent election, to extend the term of the agreement by the same amount of time (to preserve the studio’s right to the individual’s services for the full duration contemplated by the deal).
SVOD
“Subscription Video on Demand,” i.e., authenticated access for paying subscribers to a library of on-demand streaming content.
Syndication Agreement
A catch-all term for the licensing of episodes of a television series other than to an initial commissioning network, usually in reference to licensing to broadcast stations. If the license is for library episodes of an existing television series that was previously exhibited by a network, the more specific term “second-run syndication” may apply. If the license is to a cable network, it may be referred to as “cable syndication.” If the license is for an original series, it is typically referred to by the more specific term “first-run syndication.”
T
Taft-Hartley Waiver
Named after the Taft-Hartley Act (one of the major U.S. federal statutes on unions and labor law), a waiver that allows a “union shop” (which is otherwise committed to exclusively hire union workers for positions within a signatory union’s jurisdiction) to hire some non-union personnel so long as they are paid equivalently and otherwise accorded the same protections as union-covered talent on the same program.
Talent
A catch-all term covering all of the major artists involved with a series across all crafts (e.g., actors, writers, directors, producers); or, more specifically, a reference to actors in particular.
Talent Agent or Manager
A catch-all term covering agents and managers who represent various types of creative professionals (e.g., actors, writers, directors, producers); or, more specifically, agents and managers who specialize in representing actors in particular.
Tax Incentives
A catch-all term for tax credit, rebate, and/or exemption programs that have the effect of lowering a studio’s effective out-of-pocket cost to produce a television series, which are instituted by local and national governments to incentivize studios to produce projects within their jurisdictions.
Television
The distribution of professionally produced audiovisual content to individual consumers at times and locations of their own choosing, which is principally (but not necessarily exclusively) intended for consumption on non-mobile devices.
Tenpercentery
A slang term for talent agencies, referring to the standard 10% commission they charge on all revenues earned by their clients.
Test Option
An agreement between a studio and an actor, granting the studio a short-term option to engage the actor to render acting services on pre-negotiated terms for the series pilot (or, if there is no pilot, first season). Test options are typically simultaneously negotiated with multiple actors auditioning for a single role so that the studio can choose among multiple options and have a locked deal firmly in place with the actor it decides to hire.
Tethered Download
A download (rather than stream) of content by a customer of an SVOD service, by which the customer receives permanent or semi-permanent access to the content off-line so long as the customer maintains an active subscription.
Third-Party Participations
Contingent compensation payments owed or made to third parties other than a specific profit participant, whose payments may or may not be deducted by the studio as expenses and therefore reduce the amounts payable to that specific profit participant.
Top-of-Show
A SAG-AFTRA-defined rate for “Major Role Performers, that buys out all services required from the actor for a single episode’s work (for up to eight days for a one-hour or five days for a half-hour) and makes the actor subject to less restrictive work rules and overage requirements than applicable to day performers. May also be used to refer to the “top” guest star compensation allowed by policy (where such a policy exists) on any given series (even if higher than the SAG-AFTRA “Major Role Performer” rate).
Trademark
A limited property right in a particular word, phrase, or symbol that is used to identify an individual or company as the source of a given product or service.
Tradeout
An agreement by which an advertiser provides a television production with free products that can be used as wardrobe, set dressing, or props on screen (thereby saving the studio the expense of buying or renting such items), but does not provide any separate compensation to the studio, or receive any separate assurances about the nature and extent of the show’s depiction of the brand’s products.
Transformative Use (or Transformation)
In right of publicity law, a balancing test derived from the First Amendment, which may eliminate liability for the unauthorized use of an individual’s name, likeness, or other indicia of identity so long as the defendant has sufficiently “transformed” that celebrity’s identity. In considering a claim of transformative use, courts look at five elements: (1) whether the celebrity likeness is one of the raw materials from which an original work is synthesized; (2) whether the work is primarily the defendant’s own expression if the expression is something other than the likeness of the celebrity; (3) whether literal and imitative or creative elements predominate in the work; (4) whether the marketability and economic value of the challenged work derives primarily from the fame of the celebrity depicted; and (5) whether the artist’s skill and talent has been manifestly subordinated to the overall goal of creating a conventional portrait of a celebrity so as to commercially exploit the celebrity’s fame. In a fair use analysis under copyright law, “transformation” also refers to a critical element of how courts evaluate the “purpose and character” of the defendant’s use of a copyrighted work (i.e., the first and arguably most important factor of the four-factor fair use test).
Tri-Pro
Slang term for a co-production arrangement among three studio parties, usually the result of two studios that are already in a co-production with one another selling a project to a platform that forces a further co-production with its own affiliated studio.
TVOD
“Transactional Video on Demand,” i.e., paid access to content online, with purchase and/or rental fees paid on a specific product-by-product basis (rather than for a blanket subscription to a library of content).
U
Unscripted Television
A blanket term, sometimes used interchangeably with “reality television,” that broadly encompasses several sub-genres, including “unstructured reality” or “documentary” (aka “docu-follow”) series (e.g., Deadliest Catch and Keeping Up with the Kardashians), “structured reality” series (e.g., Shark Tank and Mythbusters), “reality competition” series (e.g., The Voice and Top Chef), game shows (e.g., Jeopardy! and Family Feud), and other “alternative” forms of programming such as late-night talk shows (e.g., The Tonight Show and The Late Show) and awards shows (e.g., the annual broadcasts of the Academy Awards and Golden Globes ceremonies).
Upfront
An event thrown by a television network, attended by talent, press, and major advertisers, during which the network announces its newest series for the upcoming season and solicits commitments from advertisers.
Upset Price
A WGA-determined minimum writing fee or script purchase price that, if paid, allows the studio to buy out certain “separated rights” that are otherwise automatically reserved to the writer/creator of an original television series under the WGA Basic Agreement.
V
Vertical Integration
A combination of two companies, by acquisition or merger, into a single conglomerate that owns/controls multiple entities in the distribution/supply chain that brings a product from creation to consumer.
*Vig
A colloquial term for the difference between an individual’s guaranteed compensation under an overall term deal and the amount recouped against the guarantee based on the individual’s actual services during the term of the deal. In the context of independent financing of film or television productions, it is also used to refer to the amount payable to equity investors (in excess of their actual equity contributions) as a return on investment/risk — typically 15% to 25%, with 20% being most common — before any share of proceeds becomes payable to any non-financing profit participants in the production.
Virtual MVPD (or vMVPD)
A subscription service that substantially recreates the multichannel subscription package traditionally delivered by MVPDs such as cable and satellite television providers, but which is delivered to subscribers over the internet and accessed through applications on third-party devices like smart TVs and multipurpose set-top boxes, rather than through dedicated hardware provided by the vMVPD. Such services are often functionally indistinguishable from traditional MVPDs, but do not fall within the technical regulatory definitions of “MVPD” under U.S. communications law because of their internet-based (rather than cable or satellite-based) delivery.
VOD
“Video on Demand,” a somewhat ambiguous term that may be used as a catch-all for all forms of video on demand (e.g., AVOD, SVOD, TVOD, etc.); as a synonym for “ERT”; or to refer more narrowly to a free or ad-supported form of ERT that is offered through MVPD set-top boxes in connection with the customer’s subscription to a television network included in his or her cable/satellite package.
W
Walled Garden
A business strategy in which a large, vertically integrated conglomerate seeks to exploit its wholly owned content across a variety of affiliated consumer-facing platforms in various media and territories, while intentionally limiting the company’s efforts to sell original or library content to third-party platforms or acquire it from third-party studios.
^Warner Lock
An initial one-year lock that automatically expands to cover the second season of the series if the studio fails to exercise its “pay-or-play” right (i.e., termination without cause) prior to the completion of the individual’s services on the first season.
Waterfall
The flow of distribution revenues through a series of deductions pursuant to a contractually defined formula, as is applicable for talent profit participants or between co-production partners in a television series.
WGA
The Writers Guild of America, the union representing professional writers working in the U.S. television industry.
WGA Credit Determination
The process by which the WGA, which has exclusive jurisdiction over the final determination of writing credits for all episodes of a series, determines the credited writer of any given script. In the case of a pilot script, this decision typically determines who receives “created by” credit for the resulting series.
Windowing
The sequential availability of content in a variety of exhibition media over time. Windowing reflects the strategic subdivision of licensed rights across media, territory, and time by a content owner looking to maximize the economic value of a film, television series, or other copyrighted content asset.
Work-for-Hire (or Work-Made-for-Hire or WFH)
A concept arising under U.S. copyright law, which designates the employer of a party or parties creating intellectual property (e.g., writers, directors, and actors) to be the legal author and owner, from inception, of the copyright (and other intellectual property rights) in the employees’ work.
Work Rules
A catch-all term for the minimum protections, requirements, and entitlements applicable to an actor under any given schedule of the SAG-AFTRA Basic Agreement (including, e.g., limitations on working hours, scheduling requirements, overage compensation entitlements, and rules on the length, timing, and financial penalties for violating mandatory meal and rest periods).
Writer/Producer
A sub-category of Article 14 television writers, comprising all ranks above Executive Story Editor (i.e., Co-Producer, Producer, Supervising Producer, Consulting Producer, Co-Executive Producer, and Executive Producer). The WGA Basic Agreement dictates not only the minimum number of writers, but also the minimum number of writer/producers in particular, who must be employed in both pre-greenlight “mini-rooms” and full post-greenlight writers’ rooms. Writer/producers are subject to higher minimum weekly compensation requirements than Story Editors and Executive Story Editors (the two most junior ranks of Article 14 writers).
Writers’ Room
A group of writers and writer/producers who, together, determine the story for a season of television, write the individual scripts for the season’s episodes, and serve as key lieutenants to the showrunner in that individual’s creative leadership of the production. The term may also refer to the literal physical room in which the writers meet to engage in major creative discussions as a group.
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