What is the Contract for YouTuber's Business Transfer and Management Agreement After the Transfer?
There are two main types of YouTubers: those who post videos independently, and those who post videos while belonging to an agency and receiving management from that agency.
Among YouTubers who post videos independently, there are cases where they sell their operating channels to companies for various reasons.
Furthermore, there are also cases where the company that has purchased the channel offers the YouTuber who sold the channel to continue appearing in videos on that channel.
When these cases are put into a contract, it becomes a complex contract of business transfer and management. This contract is not a typical type of contract, so it is necessary to carefully consider the contract content.
Therefore, for YouTubers who are considering selling their channels and companies who are considering acquiring YouTube channels, we will explain the key points of the business transfer and management contract.
What is a Business Transfer and Exclusive Management Contract?
A business transfer contract and exclusive management contract in the YouTuber business refers to a contract in which the content related to the transfer of the business of operating a YouTube channel and the content related to the YouTuber’s appearance on the transferred channel are stipulated.
Key Points to Note in the Business Transfer and Management Contract
Provisions Regarding the Business Transfer of a YouTube Channel
Provisions on Transfer Property
When it comes to the business transfer of a YouTube channel, it is important to specify in detail what is included in the transfer property.
For example, the following provisions can be considered:
Article ● (Transfer Property)
1. The contents of the property to be transferred from the YouTuber ●● (hereinafter referred to as “Party A”) to the Corporation ●● (hereinafter referred to as “Party B”) in relation to the transfer of the YouTube channel are as follows:
(1) Ownership rights related to the YouTube channel “●●” (hereinafter referred to as the “Transfer Target Channel”) operated and managed by Party A
(2) Rights related to all videos uploaded to the Transfer Target Channel or all content included in the videos, such as images, music, and voices (including copyrights, patent rights, utility model rights, design rights, trademark rights, rights to acquire or apply for registration of these rights, and other know-how and technical information, collectively referred to as “intellectual property”. The rights stipulated in Articles 27 and 28 of the Japanese Copyright Law are included. The same shall apply hereinafter.)
(3) All rights arising in the process of creating intellectual property included in all videos uploaded to the Transfer Target Channel
2. Party A shall not exercise the moral rights of the author related to the items in the preceding paragraph (2) and (3).
Provisions Regarding the Operation of the YouTube Channel Until the Transfer Date
When transferring a YouTube channel, it may take some time until the actual channel is transferred due to the procedures and settings related to the transfer.
During this time, if the operation of the YouTube channel is stopped, the value of the channel may decrease due to a decrease in subscribers, etc.
Therefore, in order to maintain the value of the YouTube channel, it is necessary to stipulate matters related to the operation of the channel until the transfer date.
For example, the following provisions can be considered:
Article ● (Operation of the Transfer Target Channel Until the Transfer Date)
1. Party A shall continue to operate the Transfer Target Channel with the care of a good manager until the transfer date.
2. Party A shall not engage in any act that may decrease the value of the Transfer Target Channel until the transfer date.
On Exclusive Management Clauses
About the Clauses on Management Content
Even though we generally refer to it as management, the scope of management varies depending on the management company. Therefore, it is necessary to clearly state in the contract what is included in the scope of management.
For example, it is necessary to specify whether the YouTuber will only appear on the transferred YouTube channel, or whether they will also appear on other media operated by the company that received the transfer of the YouTube channel, and what kind of management will actually be done.
In the contract, the clause stating that the YouTuber will not enter into a management contract with anyone else and will only enter into a management contract with the company that received the transfer of the YouTube channel (exclusive clause) is an important clause.
As a company that has received the sale of the channel, it is necessary to stipulate a clause stating that it is an exclusive contract.
Clauses on Remuneration and Expenses
Clauses related to money such as remuneration and expenses are prone to trouble.
Therefore, it is important to clearly stipulate remuneration and expenses in the contract.
Firstly, regarding remuneration, it is necessary to clearly stipulate what actions will be paid and how much will be paid.
YouTube videos generally involve multiple work processes such as script production, video shooting, and video editing.
It is necessary to clearly stipulate in the contract which part of these tasks the YouTuber will be responsible for and how much remuneration will be paid.
Also, regarding remuneration, it can be considered to stipulate it as a fixed remuneration or a variable remuneration.
For example, it is possible to consider variable remuneration that changes the remuneration amount according to the number of views of the posted video, or variable remuneration that reduces the YouTuber’s remuneration gradually after the first year of the contract, with the share of YouTube and the management company being 50:50.
Next is about expenses. Various expenses will be incurred to create videos to be posted on YouTube.
For these expenses, it is necessary to clearly stipulate in the contract what proportion of the burden will be borne by the YouTuber and the company.
Provisions Regarding the Obligations of YouTubers
In order to maintain the value of a YouTube channel, it is crucial that YouTubers appearing in videos do not cause scandals or troubles.
Once the reputation of a YouTube channel deteriorates, it is conceivable that the number of subscribers and views could decrease dramatically. Furthermore, if a situation escalates, there may be no choice but to suspend video posting.
Therefore, it is conceivable to impose an obligation on YouTubers to avoid words and actions that would lower the value of the channel in order to maintain its value.
For example, the following provisions could be considered:
Article ● (Obligations of YouTuber)
1. Party A shall always act with the dignity of a general member of society under the awareness and responsibility as an exclusive creator for Party B, and shall not engage in words or actions that would lead to a decrease in their own or Party B’s social credibility.
2. Party A shall promptly respond to any requests for meetings or other matters related to creator activities from Party B.
3. Party A shall promptly report on the progress of creator activities and other matters requested by Party B in accordance with Party B’s instructions when requested by Party B.
4. Party A shall comply with the laws applicable in Japan and other countries in relation to creator activities, and shall be responsible for adhering to these laws.
Provisions Regarding Intellectual Property Rights
Due to their nature, YouTube videos inherently generate intellectual property rights such as copyrights.
If a YouTuber films and edits their own videos, the copyright of the video is granted to that YouTuber.
As a company that has taken over a YouTube channel, it is necessary to establish provisions to transfer the intellectual property rights, including the copyright of the videos created by the YouTuber, to the company. This is crucial in order to retain the intellectual property rights of the videos.
If provisions regarding intellectual property rights are not established, the company may potentially suffer significant losses in the future. Therefore, it is essential to always establish such provisions.
About General Clauses
Clause on Liability for Damages
The clause on liability for damages is a common clause that is stipulated in most contracts.
However, it is not enough to simply stipulate a clause on liability for damages. It is necessary to carefully consider the scope of this clause when defining it.
Introduction to Our Firm’s Measures
Monolith Law Firm is a legal office with high expertise in both IT, particularly the Internet, and law. Nowadays, even among popular YouTubers and VTubers, there are legal risks. Especially when it comes to money-related matters such as channel transfers, it can potentially become a major issue in the future. Our firm also handles legal matters for YouTubers and VTubers.