Wednesday, February 29, 2012

The Original Toei/Saban Contract

This has already been posted on Fuñaroboard, RangerCrew and Rangerboard forums and I will be quoting various username members from those forums. This is the original 1992 contract between Toei and Saban. Talking about number 14 in specifics, where it says 'spin-offs'---I think that doesn't necessarily mean a 'spin-off' like 'Angel' was off 'Buffy' or 'Empty Nest' was from Golden Girls, it means that too but could also include specials like the teamup specials or Hyper Battle OVAs.


Tommy Lawson of Rangercrew said:
With the previous discussion board for this topic down from Fuñaroboard, and knowing that perhaps there is a lot of speculation about what the agreements actually are between Toei and Disney are since there is no new Super Sentai adaptation for 2010, I've found information that will help explain things much more clearly. It appears the answer to why "BVS Entertainment" is used on the copyright notice of Disney-produced Power Rangers episodes has been right in front of us the whole time. This information are all taken from SEC Filings from back in the Fox Kids Worlwide days, which would become Fox Family Worldwide, and then ultimately ABC Family Worldwide, which is the current company listed.

Note that the original MMPR agreement never spells out the name of the sentai program as "Zyuranger" and is the reason we see "Galaxy Rangers" listed in the end credits, although the name "Galaxy Rangers" doesn't appear in the end credits of the original MMPR Season 1 episodes we're seeing now , so they're also not listed in the Reversioned End Credits either (I checked this). I am including here the most interesting and important info from the contract in the post. The entirety of it can be viewed here. For reference, the "Licensee" is Saban, and "Licensor" is Toei.
The whole contract (with some payment information deleted so it can be viewed by the public) can be viewed here.
 1. PROGRAM. A minimum of forty-fine (49) and a maximum of fifty-two (52)
-------
half-hour episodes of the live action children's television series entitled "Che
Je Yu Ranger" a/k/a "Galaxy Rangers".


3. TERRITORY. The "Territory" shall include:
---------

(a) SISI TERRITORY: The United States of America, its territories,
commonwealths and possessions, U.S. Military Installations located outside of
the U.S. and the U.S. Armed Forces Radio and Television Network.

(b) SINV TERRITORY: The Universe excluding the SISI Territory, Brazil,
Japan, Singapore, Thailand, Hong Kong, Malaysia, China, Korea, Taiwan,
Indonesia, Laos, Vietnam and Cambodia.

4. DELIVERY DATE. The episodes shall be delivered by Licensor to Licensee
-------------
on the following schedule:

(a) First 26 episodes prior to September 30, 1992;
(b) Next 8 episodes prior to October 31, 1992;
(c) Next 5 episodes prior to November 30, 1992;
(d) Next 4 episodes prior to December 31, 1992;
(e) Next 5 episodes prior to January 31, 1993;

EX-10.35 3rd Page of 20 TOC 1st Previous Next Bottom Just 3rd


(f) Next 4 episodes prior to February 28, 1993.

5. LICENSE FEE. [*********************************XX] per episode payable
-----------
as follows:

(a) [*********************************X] executed by Licensor;

(b) The [*********************************XX] upon Delivery of each such
episode in accordance with the delivery schedule in Paragraph 4 above as
follows:

(i) First 26 episodes: [******]
(ii) Next 8 episodes: [******]
(iii) Next 5 episodes: [******]
(iv) Next 4 episodes: [******]
(v) Next 5 episodes: [******]
(vi) Next 4 episodes: [******]

6. MERCHANDISING PARTICIPATION. Provided that Licensor is not in material
---------------------------
default hereunder, Licensor shall receive an amount equal to [******************
************************************************** ****************************XX
************************************************** ****XX] Notwithstanding
anything to the contrary contained in this Agreement, this Agreement, including
without limitation the rights and obligations of the parties herein,
[************************************]

7. LICENSED RIGHTS. Licensor hereby grants to SISI in the SISI Territory
---------------
and SINV in the SINV Territory the sole and exclusive rights ("Licensed
Rights"), under copyright or otherwise, during the Term, to: (a) adapt the
Program to be suitable for exploitation in the Territory, including, without
limitation, shooting new footage, adapting story lines and dialogue to
accommodate Licensee's international version, and incorporating existing footage
of the Program or other programs, all at Licensee's cost and responsibility and
at Licensee's discretion, and of a quality which is at least equal to that of
the original Program; (b) distribute, exhibit, lease, license, market, sell,
publicize, advertise, promote, perform and exploit the Program, and all dubbed
and other versions thereof and all elements, parts, characters,
characterizations or character names therein, either apart from or in
conjunction with the work, by way of All Media now known or hereafter devised,
including, without limitation, by way of Television Use, Theatrical Use, Non-
Theatrical Use, Video Cassette/Disc Distribution and Ancillary Distribution Use,
including, without limitation, by way of soundtrack albums and phonorecords,
music publishing, literary publishing, so-called "merchandising rights",
amusement and theme parks, and musical groups; (c) cut, edit, alter, add to,
subtract from, translate, dub in any languages and use outtakes of the Program
(specifically including, without limitation, the right to substitute all or part
of the music, effects and title). It is acknowledged that the music shall be
replaced for creative reasons and that consideration for the creators of the
original music is included in the License Fee; (d) include on the prints of the
Program and trailers thereof and in all advertising and publicity related thereto:
(i) Licensee's name, trademark, logo,
presentation announcement and copyright notice; (ii) the designation of Licensee
or any of its licensees as the distributor of the Program; and (iii) any
additional credits in connection with any adaptation of the Program; and (e) use
and license others to use Licensor's name and the name, voice, likeness and
biographical material concerning all persons and characters appearing in or
connected with the Program for advertising, publicity and trade purposes of
Licensee and its licensees and any sponsors of the Program.

14. ADDITIONAL EPISODES AND PRODUCTIONS. Licensor grants to Licensee the
-----------------------------------
exclusive option to acquire under the same terms and conditions herein: (a)
additional episodes of the Program; (b) each remake, sequel, prequel, spin-off,
series spin-off and feature film based on the Program or its underlying literary
material (including, without limitation, any character(s) therein); and (c) each
live action series which Licensor either presently owns or controls, or produces
or otherwise acquires within the period ("Option Period") commencing upon the
date hereof and ending eighteen (18) months after the first U.S. broadcast of
the Program (provided, however, that such eighteen (18) months shall commence no
later than September, 1993), such options to be exercisable by Licensee during
the Option Period.
 Xenotome of Rangerboard says:
No. They do not have the rights. It means Saban had exclusive first dibs on each season and that Toei could not sell the footage to someone else for more money. It was a security thing. We know for a fact it's not true because if Saban wanted team up movies he had to pay for them separately and it's why they didn't use them after Lightspeed. 
 Tommy Lawson says:
Let there be no doubt that from the very day this contract was signed, on August 21, 1992, Power Rangers was intended to be a merchandise driven show, and Item Number 6 shows that. Number 14 is THE big one for Disney, since in addition to this particular contract, there are amendments to it, that IMO absolutely 100% explain why "BVS Entertainment" is used for the Power Rangers copyright.

[LOGO OF SABAN ENTERTAINMENT]

August 26, 1994

Mr. Masoyoshi Endo
Deputy Director
Toei Company, Ltd.
2-17, 3-Chome, Ginza
Chuo-Ku, Tokyo 104 Japan

Dear Mr. Endo:

Saban International N.V. and Saban International Services, Inc. (collectively,
"Saban"), and Toei Company, Ltd. ("Toei"), have entered into a Distribution
Agreement dated August 21, 1992, and thereafter have entered into additional
distribution agreements pursuant to which Toei has granted Saban exclusive
rights in Che Je Yu Ranger a/k/a Galaxy Rangers, Metalder, Dai Ranger, Spielvan,
and Kaku Rangers. Pursuant to these agreements, Saban includes action footage
from Toei's programs in new programs produced by Saban. For example, action
footage from Galaxy Rangers and Dai Ranger is included Mighty Morphin Power
Rangers.

Saban has granted Toei the right to exploit, in Toei's reserved territories, the
new episodes Saban creates using Toei's material. Saban's term of rights in
Toei's material is ten years with an option to renew for an additional fifteen
years; Toei's rights in the episodes Saban creates using Toei's materials, such
as Mighty Morphin Power Rangers, is for the same term as Saban has from Toei.

Toei and Saban now agree that Saban's term of rights under the distribution
agreements mentioned above and under future distribution agreements for Toei
live-action series will be in perpetuity and that Toei's term of rights, in
Toei's reserved territories, in the programs Saban produces using Toei's
material also will be in perpetuity.

Thank you.

Sincerely,

/s/ Bill Josey

Bill Josey
Senior Vice President
Business Affairs

Mr. Masoyoshi Endo
Toei Company, Ltd.
August 26, 1994
Page 2

ALL TERMS AND CONDITIONS SET FORTH ON THE PRECEDING PAGE ARE AGREED TO AND
ACCEPTED:

TOEI COMPANY, LTD. SABAN INTERNATIONAL SERVICES, INC.

 Amendment:
Saban has granted Toei the right to exploit, in Toei's reserved territories, the new episodes Saban creates using Toei's material. Saban's term of rights in Toei's material is ten years with an option to renew for an additional fifteen years; Toei's rights in the episodes Saban creates using Toei's materials, such as Mighty Morphin Power Rangers, is for the same term as Saban has from Toei.


The reason I bring all of this up is because people always ask why Saban and Disney always have to use footage from the next Sentai and can't skip one or use an older Sentai--which is not explicitly answered here--- and also ask why not all the movies have been adapted. Before Disney, Saban bought the additional rights to the Ohranger movie, Ohranger vs. Kakuranger, GoGoV vs. Gingaman and used those. As for Disney, they didn't acquire rights from any of the movies or teamups---but did emulate a move from Abaranger vs. Hurricanger involving the girls Yellow and Blue. As for Samurai, they have indeed acquired Shinkenger vs. Go-Onger and the Shinkenger movie.

6 comments:

Kenny334 said...

Very interesting.
I'm not good at contract and licensing, but it does make sense. (Kind of)

When I first heard Power Rangers was coming back for 2011, I immediately thought Shinkenger was going to skip, and make Goseiger adaptation, since Shinkenger was too "Japanese" and complicated to adapt.

Note: I had no problem with Ninja Storm, because "ninja" is easier to understand more than samurai, and there was ninja theme in season 3 of MMPR.

But no, because of the contract you posted, Saban did adapt Shinkenger (Samurai). Even though it is not as popular and good as previous installments, it does have lot of promotion.

Note: Although there was Green Samurai Ranger in Ninja Storm, "ninja" was the main theme on Ninja Storm, so I had no problem with that.

If Saban can't skip season because of contract, that mean for 2013 (20th Anniversary), we're getting Goseiger adaptation.

Then Gokaiger in 2014 and Gobusters in 2015.

SentaiRider said...

It's a very interesting information, but there's one thing I can't understand why the agreement beteween Saban and Toei never spells out the name of zyuranger, when in the case of metalder kakuranger and dairanger their names don't change. What is the reason? what does make zyuranger different from the other series?

Dark Heart said...

This was very interesting.

BTW, can someone explain what "SISI" and "SINV" mean?

Lavender Ranger said...

Dark heart, SISI is USA terrority and sinv includes Japan. More here: http://www.rangercrew.com/forum/showthread.php?14213-The-quot-Exclusive-Option-Period-quot-for-Disney-from-the-MMPR-Toei-Saban-Contracts

Blitzwing39 said...

Question

1)Was there any mention that Saban can use footage from Pre Zyuranger shows (Gorenger and Jetman)? Question

2) Does footage from Gokaiger that have Pre Zyuranger teams mentioned above put Saban on a breach of contract? Since the only deal with Toei was from Zyuranger up to Present.

Jeffpiatt said...

It doesn't saban brand's got all sentai series rights from Disney who acquired them as an defensive measure also Toei considers the retro rangers part of gokigers license the dragon knight team wad denied footage from decade as Toei would have required an separate contract