INTELLECTUAL PROPERTY ACQUISITION DEAL MEMO

Updated: Nov. 1, 2025

1. What is it?

An IP acquisition Deal Memo is a shorter version of a long form agreement in which a producer or production company purchases the film or television rights to a screenplay from the writer or rights holder. This is different than an option-purchase agreement where the option grants the producer the right—but not the obligation—to acquire the full rights within a specified period by paying an agreed-upon purchase price.

In a script purchase agreement the producer is ready to purchase the script outright. All of the terms are negotiated and memorialized in this agreement. The deal memo contains the main deal points and leaves most of the legal points and contractual language details for the long form negotiation. This allows the parties to do a comprehensive deal without getting tied up in the specific contract language drafting.

NOTE: This is not the same as a term sheet. A term sheet contains just the major financial terms and some rights terms.

2. Who is it for?

This agreement is essential for producers, studios, and financiers to secure control over a screenplay when they begin committing to production. It also covers the contingent situations when things may go wrong. It also protects writers by ensuring they receive compensation before they sell rights to the screenplay.

Typical users include:

·       Independent producers acquiring screenplays

·       Film and television studios securing rights for development

·       Screenwriters seeking to monetize their work and don’t need to own it anymore

·       Production companies packaging projects for investors or distributors

3. What does it include?

The deal memo covers the main terms that a long form would including the purchase price, rights granted, and obligations of both parties. It outlines the scope of rights being acquired upon purchase (including all media and territories), and addresses credit, royalties, and indemnities. The deal memo also covers warranties of ownership, confidentiality, termination, and governing law. It balances protecting the producer’s development interests with ensuring the writer’s rights and compensation.

Key Sections Typically Include:

·       Parties

o   Optionor (screenwriter or rights holder)

o   Optionee (producer or production company)

·       Material

o   Description of the underlying material (title, draft date)

·       Purchase Price

o   Agreed price for full acquisition

o   Payment terms and deadlines

·       Rights Assigned Upon Purchase

o   Exclusive, worldwide, perpetual rights to exploit screenplay in all media

o   Rights to produce, distribute, adapt, license, and sublicense

·       Credit and Compensation

o   Screenwriter’s credit obligations (e.g., “Written by”)

o   Royalties, backend participation, or other compensation if applicable

·       Warranties and Representations

o   Writer’s ownership and authority to grant rights

o   No conflicting agreements or encumbrances

·       Confidentiality

o   Non-disclosure of material and deal terms

·       Termination

o   Conditions under which agreement may terminate (e.g., nonpayment)

·       Miscellaneous Provisions

o   Governing law

o   Notices and counterparts

·       Signatures

o   Authorized signatures of both parties with dates

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