Abe International Law Office

Media

Media & Entertainment

Content licensing, talent agreements, music and neighboring rights, streaming-platform negotiations and advertising/stealth-marketing compliance—legal support that keeps the creative flowing.

Key Points

  • Content licensing agreements should define precisely the scope of use (medium, territory, term), exclusive vs. non-exclusive rights, and whether secondary use and modification are allowed. Licensing on vague terms can leave your later plans hostage to rights.
  • Talent and production contracts should design, up front, provisions on portrait and publicity rights, ownership of the resulting copyright, and how to respond to scandals or online backlash.
  • The stealth-marketing rules (under the Premiums and Representations Act) that took effect in 2023 are now settling into practice. Because failing to disclose advertising can draw an administrative order, influencer campaigns require disclosure rules to be in place first.
  • Production using generative AI raises new issues: rights in training data and output, and the risk of using a real person's likeness or voice without permission. Build rights checks into the production workflow.
  • International distribution and overseas expansion involve each country's content regulation, rights clearance and taxation. Design rights clearance in stages when taking Japanese content abroad.

Introduction

The media and entertainment industry has changed dramatically in its legal environment over the past several years—the digitalization of content distribution, the concentration of streaming platforms, the rise of the influencer economy, the spread of generative AI, and the full-scale arrival of stealth-marketing regulation. Beyond the traditional frames of publishing, broadcasting, music, and video, new forms of media—social media, live streaming, podcasts, and Web3 content—have emerged one after another, each with its own distinct legal issues.

Our firm handles consultations from every vantage point: content holders (media companies, labels, and production houses), platform operators, creators, and advertisers and agencies. Beyond merely drafting contracts, the capabilities demanded in this field are practical negotiating strength informed by industry custom, relationship design for dispute prevention, and the ability to respond swiftly to brand-damage risk.

What we place particular importance on is a "legal service that keeps the creative flowing." Rather than fearing legal risk excessively and causing expression and business development to shrink back, we assess the risk accurately and, together with you, seek solutions that accelerate the business as far as possible.

Areas of Practice

1. Content Licensing - Licensing agreements for publishing, broadcasting, and streaming rights - Designing secondary-use rights, overseas-expansion rights, and sublicense rights - License-fee structures (minimum guarantee plus royalty, etc.) - Carving out exclusive/non-exclusive, and territory, term, and medium - Handling of inventory and distributed copies at contract termination

2. Talent Agreements - Performance agreements for actors, voice actors, talent, and models - Agreements for influencers, YouTubers, and streamers - Designing exclusive agreements vs. management agreements - The scope of use of likeness rights and publicity rights - Grounds for termination (morals clauses) and post-career non-compete

3. Music and Neighboring Rights - Designing ownership of master-recording rights and copyright - Music-use licenses (synchronization rights, master rights) - Coordinating relationships with JASRAC, NexTone, and various organizations - Rights clearance for live streaming, karaoke, and in-store use - Artist agreements and songwriter agreements

4. Streaming Platforms - Content-provision agreements with streaming platforms - Revenue sharing, use of viewing data, and exclusivity - Designing monetization models such as ad insertion, subscription, and PPV - Transactions with overseas platforms (U.S., Korea, Southeast Asia)

5. Advertising and Marketing Legal Work - Compliance with the Act against Unjustifiable Premiums and Misleading Representations (including stealth-marketing regulation) - The Pharmaceuticals and Medical Devices Act, the Health Promotion Act, the Act on Specified Commercial Transactions, and the medical advertising guidelines - Disclosure obligations for influencer advertising and management of "PR" labeling - Designing schemes for tie-up advertising and affiliate advertising - Risk assessment for comparative advertising and misleading representations as to superiority or advantageousness

6. Disputes and Crisis Management - Responding to defamation and privacy-infringement claims - Rapid response to social-media firestorms and reputational damage - Handling copyright infringement claims and DMCA notices - Talent trouble and disputes over contract termination - Negotiations with industry bodies and government authorities

How We Approach Typical Matters

The following illustrate the kinds of matters we handle and how we would approach them. They are not descriptions of past engagements or results.

Scenario 1: Negotiating Distribution Rights with a Streaming Platform

Standard templates presented by major streaming platforms often contain terms unfavorable to the producer, including (1) the length of the exclusivity period; (2) broad treatment of overseas distribution rights; (3) discretion over secondary use; (4) producer credits; and (5) limited transparency in revenue sharing.

In such a matter we assist with (1) benchmarking against industry norms and other platforms; (2) clarifying commercial priorities (for example, trading a shorter exclusivity period against a higher upfront payment); (3) designing and supporting the negotiation; and (4) structuring rights for the long term with future exploitation of the work in mind.

Scenario 2: Handling Disputes Arising from Influencer Campaigns

An engaged influencer may post inappropriate content, giving rise to potential violations of pharmaceutical advertising rules and of the rules on undisclosed advertising, with a breach of contractual exclusivity coming to light at the same time.

In this situation we assist with (1) reviewing the contract and identifying the grounds of breach; (2) assessing whether voluntary reporting to the competent authority is warranted; (3) negotiating removal or correction of the posts; (4) considering claims for liquidated damages; (5) revising contract templates to prevent recurrence (guideline compliance obligations, prior approval, and clawback of fees on breach); and (6) putting internal operating rules in place.

Scenario 3: Clearing Neighboring Rights for Music Streaming

Launching an online live-streaming service requires different rights clearance for each scenario: an artist's own compositions, cover songs, background music, and pieces performed on viewer request.

In such a matter we assist with (1) organizing copyright, neighboring rights, and performers' moral rights; (2) coordinating licensing with JASRAC, NexTone, and record companies; (3) reflecting the arrangements in the platform's terms of use; (4) preparing template agreements with artists; (5) drafting viewer-facing guidelines covering matters such as cover songs; and (6) identifying the additional issues that arise when foreign repertoire is involved.

How to Engage Us

  1. Initial Consultation (first 30 minutes free / available online): We hear the overview of the matter and its industry context and organize the issues.
  2. Estimate and Proposal: We present the scope and fees. We also handle urgent firestorm response and contract negotiations.
  3. Commencement and Progress Sharing: We strive for rapid response matched to the speed of the industry.
  4. Completion and Aftercare: We can also provide continued support on related ongoing matters and periodic legal checks.

Contact

For consultations in the media and entertainment field, please reach out via our contact form. For matters of high urgency, please note this.

Frequently Asked Questions

Q.When engaging an influencer to promote a product, what should the contract stipulate?
The main issues are: (1) stealth-marketing compliance (mandating "PR" labeling); (2) prior approval of post content; (3) exclusivity vis-à-vis competing products; (4) secondary use of likeness and content; (5) fee clawback and liquidated damages upon breach; and (6) whether posts may remain up after the contract ends. Because the standard contracts presented by influencers are often ambiguous, it is recommended that the company prepare its own template.
Q.At a minimum, what must we do for stealth-marketing (Premiums and Representations Act) compliance?
The following are essential: (1) formulating internal stealth-marketing guidelines; (2) informing the influencers and talent you engage; (3) contractually mandating "PR" labeling; (4) a prior-approval system for posts; and (5) a response flow when a violation comes to light. It is the business operator that bears responsibility for causing an "advertisement" label to be displayed.
Q.How far can we negotiate the contract presented by a streaming platform?
The room to negotiate varies with the platform's scale and the scarcity of your content, but (1) the exclusivity period; (2) the scope of territory and medium; (3) revenue sharing; and (4) termination clauses are often open to negotiation. "It cannot be changed because it is a template" is not necessarily true, and a strategic approach is important.
Q.If a talent makes a problematic statement on social media, can we terminate the contract?
Many talent agreements include a "morals clause" (a right to terminate where there has been conduct that damages social standing). However, the legitimacy of termination and the scope of damages are determined case by case, and careful fact-finding and legal assessment are required.
Q.When should we take an assignment of copyright versus take a license?
As a rule, (1) take an assignment if you want permanent, comprehensive freedom of use, and (2) take a license if you want to limit it to a specific use and term. Note, however, that an assignment separately requires a special covenant not to exercise moral rights. Because it also affects the creator's career, we design it carefully together with the consideration structure.
Q.When bringing overseas content to Japan, what should we watch out for?
The central issues are: (1) accurately grasping the scope of rights (especially content that includes music or third-party materials); (2) conformity with Japan-specific regulation (the Pharmaceuticals and Medical Devices Act, the Premiums and Representations Act, the Broadcast Act, etc.); (3) rights clearance for subtitles and dubbing; (4) the scope of use of promotional materials; and (5) revenue sharing and tax matters.
Q.What should we watch out for when using AI-generated content commercially?
You need to assess on a case-by-case basis: (1) the terms of use of the AI service you are using; (2) whether the output qualifies for copyright (the degree of human involvement); (3) the risk of similarity to third-party works; (4) rights issues concerning the model's training data; and (5) the risk of synthesizing the voice or likeness of performers and voice actors (deepfake risk).
Q.If we find a defamatory article online, how should we respond?
The basic steps are: (1) preserving the relevant content (screenshots, URL, and timestamp); (2) a request for disclosure of sender information; (3) a takedown request (under the Information Distribution Platform Countermeasures Act); (4) a claim for damages; and (5) a criminal complaint. This requires handling with familiarity with the procedures of the various social media companies.
Q.In a contract with a production company or talent agency, what are the keys to designing fair terms?
The central issues are: (1) the contract term and renewal method; (2) the scope of exclusivity; (3) the transparency of the compensation structure; (4) clarifying who bears expenses; (5) the rights relationship at contract termination (master recordings, social media accounts, etc.); and (6) a reasonable scope of non-compete. Attention is required at the intersection of entertainment-industry custom and antitrust law.
Q.In the media and entertainment field, what are the strengths of a New York–admitted attorney?
They include: (1) an understanding of Hollywood-style entertainment contracts; (2) negotiating with U.S. media companies (Netflix, Amazon, Disney, etc.); (3) U.S. music-publishing and music-licensing practice; (4) the contract structure of international co-productions; and (5) copyright registration and infringement response in the United States.
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