This is the first of an ongoing series of columns providing practical legal tips for dealing with acquiring, syndicating, and monetizing your media assets.
Syndicating content to generate revenue is not a new idea, but hyperlocal publishers need to make sure they’re not giving up the keys to the house — contributors often overlook the rights they may be giving up by partnering with another media property.
First, the basics: Copyright law gives you protection for original content, whether it’s text, photographs, video or audio. Such copyright protection gives you exclusive rights to copy, distribute, modify or to repurpose the work in some other form. This ownership right gives you some control and bargaining power over your distribution of your content. Usually, you can redistribute your content — that is, syndicate it — by striking an agreement with a partner, but you have to be careful how you structure your agreement so that you don’t compromise your rights and goals.
There are multiple ways to leverage your content. You need to decide how much you’re willing to give up in exchange for the benefit you may gain from the deal. Here are some examples:
- You can sell your ownership in your copyright. There would be nothing left for you, and you would have no rights to use the content in any way. On the other hand, you likely will get top dollar for the content.
- You can give exclusive rights for someone to use the content for a period of time. This right is provided by a license, similar to rental agreement. Like renting a car, you will own the car, but the other party will have the exclusive right to drive it for a period of time. Typically, a partner is willing to pay more for exclusive rights to content.
- You can give a non-exclusive right to the content. Not only do you own the copyright in the content, you are free to use the content and distribute it to multiple customers.
- There are hybrid agreements too, in which a partner may have exclusive rights to use content for a short period of time, or within a certain territory, and then the right becomes non-exclusive.
- You can grant a license for a limited period of time, in which the right to use your content expires when the agreement expires.
- Some partners may want you to agree you won’t write a similar article for distribution for a period of time.
- Partners use various models to pay for the content. They can range from a flat, one-time fee (typically in situations in which the copyright is sold), to a hybrid model involving a flat fee mixed with some revenue share, and then a pure revenue share model, which could be based on page hits, ads served, or clicks on ads.
Here are some “real world” examples of how some major content hubs structure their contracts.
The Yahoo Contributor Network offers contributors four options for submitting content, ranging from giving an exclusive license, a non-exclusive license, to less exclusive “display” and “non-monetary” licenses. The exclusive license gives Yahoo “all rights to any revenue and income derived from the Work,” meaning that Yahoo likely pays a one-time fee and then has full control over how it may use your content, which right does not expire. Similarly, Triond takes only an exclusive right to content for publication.
Hubpages takes a non-exclusive license for content, and the user who created the Hubpage can remove any content at any time. Demand Media intends to own the content: “Each of your Contributions will be original and solely created by you as a “work-made-for-hire” specially ordered or commissioned by us, with Demand Media being the sole author of the Contribution…” A work-made-for-hire” is as copyright principle in which a party automatically becomes a copyright owner for a commissioned work or the works of employees.
Helium takes a hybrid approach: “By submitting content to site, you agree to give Helium [a] 1 year exclusive online rights and perpetual non-exclusive rights to this content.” In other words, you would continue to own the content, but only Helium can use the content exclusively for one year. After a year, Helium has non-exclusive rights to the content that doesn’t expire, and you are free to redistribute your content on a non-exclusive basis.
These sites are a small set of examples of various approaches taken by other content providers in acquiring content. Here are some factors to keep in mind when you syndicate content and negotiate deals with partners:
- Do you wish to continue to use the content if you syndicate it?
- Are you willing to give up all rights to the content if the price is right? Typically, you will be paid more for exclusive content.
- Are you willing to give up rights to distribute the content for a short period of time if it means you eventually get some rights back?
- Do you want to limit the time that the partner can post your content? For example, would you be willing to do a one year deal in which the partner can use and post your content, and then require that all content is removed after the end of the deal?
- You can gain additional control by making agreements for a limited term, and letting them renew automatically so long as you have a right to cancel any renewal before a term expires.
- What do you want to earn for your content? Do you want a flat fee based on the number of articles provided, or sharing revenue generated on the page with the partner?
- Consider requiring that attribution be provided to your brand and to the author for each item of content, in which the attribution links back to your media property.
- Make sure you have the right to syndicate the content. This means that you either created the content, an employee created the content on your behalf, or that you obtain rights in writing to syndicate it (usually, from your freelancers).
As a friendly reminder, this article is intended to provide practical information on syndicating content and it is not intended to provide any legal advice.
Brian Dengler is an attorney with Vorys Legal Counsel and journalist who covers legal issues in eMedia. He is a former vice-president of AOL, Inc., a former newspaperman, and an EMMY-winning TV journalist. He teaches new media issues as an adjunct at Kent State University and formerly at Otterbein University.