Wednesday, January 25, 2012

PDF Pros and Cons

The Portable Document Format or PDF was created by Adobe Systems in 1993, and can be read on Adobe software. Though it had to be bought in the past years, today, Adobe Reader has a free version that allows all users to view their PDF files. The file format allows sharing of documents using any software. One drawback, however, is that users may find some difficulty when editing on PDF, so conversion from PDF to Word in Acrobat will have to be done first. The PDF is ideal for people who are catching up with deadlines. Hence, this file format is essentially for the fast-paced, modern, professional world.

PDFs come in two types, the native and scanned PDF. The native PDF is an electronically processed document, while the scanned PDF is made by scanning print copy of a document.

What are the advantages of using PDF files?

Making PDF files should not take much time. One can send document drafts and create electronic versions of those files within a short time.

At the same time, these files provide file security, which is an issue when you are distributing key documents to different people in the workplace. The format safeguards your file when it is on the internet. Data security is important for many people. If you do not want people to steal your concept or idea, you can put it in a Portable Document Format draft and secure it with passwords and watermarks. This is important when sending files via emails, in which there is a chance for data to be stolen. You can sleep well knowing no one will take credit for your work or tamper with it.

Files in PDF can also be easily organized. You can send files in this format easily to your administrator without having to deal with troublesome file organizing. This becomes an important advantage when sending large files, which can be compressed in PDF. Managing and sending these files does not have to be a burden.

The Portable Document Format is also the ideal option for those who want to see the original document source. You can view the same document regardless of the hardware or operating system of your PC. Anybody can view the files as they originally exist. This is necessary when sending files to different computers. The format ensures everyone will see the files in the same appearance.

What are the disadvantages?

Everything has good and bad sides. This time, you get to know the disadvantages of PDF. Although such file can be an advantage to the sender, the receiver, on the other hand, will have limited freedom with it. This becomes quite a challenge to the receiver, who will not be able to edit the files. PDFs are essentially read-only documents and not for editing, although the files may look like Word documents. The content is locked and revision is not an option. PDFs are actually much like the image of documents. You can learn how to rotate a PDF file but not change the contents.

Open Server Rack System, Floor Enclosures or Wall Mount Cabinets, Which One Will Work Best for You?

Choosing how you want to secure and mount your telecom and computer equipment can be quite a challenge if you are not familiar with the terminology used within the industry.

There are three basic types of rack systems used today. The Open Rack System, the Floor Enclosure and the Wall Mount Enclosure. Each has it's benefits and limitations.

The open rack system is just what it says. There are completely open and generally consist of either two or four posts mounted to a base. The base mounts to the floor for stability or you can also choose from models that will mount to a wall. The advantage to this type of server rack is that it is completely open and makes access to wiring and equipment very easy. It also allows for a variety of shelving types including double sided shelves for maximum use of space. This type of system is generally used in rooms that are secured so that only authorized persons can access the equipment.

Floor enclosures are similar as to the fact that they are floor mounted, but that's where the similarities end. Floor Mount Enclosures have ventilation fans built in to the cabinet, have lockable access doors and panels, punch outs for wiring, and the capability of using different types of shelving and mouse trays for equipment. Now access to equipment is not nearly as convenient as an open rack system, but if you don't have available a secure room for an open rack system, Floor Enclosures are a great option.

If security is still an issue but you don't need a large enclosure for your equipment then a Wall Mount Enclosure would make a great choice. Many models offer not only a lockable front access door, but also lockable removable side panels. Some models even offer a hinged back panel that allows you to swing the entire cabinet away from the wall for easy access to wires and equipment. Wall Mount Cabinets are great for locations that need to secure smaller amounts of equipment while offering you an easy way to secure access to the equipment.

All Rack Mount styles are in the industry standard 19 inch format for inside width and all shelves and accessories are measured in units or what is generally referred to as "U's"(1U = 1.75 inches). Cabinets or Open Rack Systems will be displayed as the number of units or "U's" in reference to their capacity. Each shelf or accessory added to these Rack Systems has a "U" value as well which refers to the amount of space they use. This standard allows end users to determine what size cabinet they will require with their equipment and necessary shelving to house that equipment.

Green Hotels and Resorts - Need of the Hour

The issue of global warming and its impact on our lives and the lives of our grand children is a serious one, with unbelievable consequences for our planet earth, the universe and all those who breathe on it. While man had started playing with nature for centuries, it took an ugly turn since the so-called industrial revolution. We started emitting huge quantities of carbon and other harmful gases in the atmosphere, dumping solid industrial waste in our lovely and pure rivers and created a web of daily comfort materials and gadgets with polluting raw materials. All this started having negative impact on the ecological balance system. Today, it is obligatory on every one of us to act and do things to reverse this cycle, if not completely, at least to an agreed and acceptable level. Immediately.

Hotel industry has a big responsibility in helping the cause of global warming and has responded by promoting the green hotel concept, which is fast gaining popularity with the travelling public. In most countries, the town planning authorities approve a hotel building plan for a new hotel, only if it complies with eco friendly design standards. This will ensure that the hotels and resorts of the future will comply with prescribed environmental standards; the challenge is to ensure that the old hotel buildings adapt measures that will reduce their carbon footprint. The exercise is not only physical that one changes plants, machinery and equipments with more energy efficient ones, but it also means that people working in the hotels become an integral part of this process for its success.

Hotel and resort architects, interior decorators, systems consultants and others who form the core team for hotel development also have to have a thorough knowledge of the green concept. The building design and layout has to be energy efficient. Only sustainable materials to be specified to the extent possible and available which would allow emissions within permissible levels. Above all the team has to have a total commitment and faith in what they are doing fully realising their responsibility towards the well-being of the environment.

The main areas where the hotels and resorts have to concentrate is efficient use of all forms of energy, be it electricity, water, gas, coal or wood. Plugging all sources of energy waste like keeping lights on when not needed, flowing taps, overflowing tanks and cisterns, excessive pressure in gas burners, waste of recyclable heat and the list goes on. Another area is to tackle temperatures in the air-conditioning system, hot water temperature monitoring, laundry a source of maximum water and steam consumption, kitchen where the potential could be in three areas, water, gas and steam. External illumination is yet another area where saving potential exists.

Hotels and resorts must look at savings in energy and materials through the hotel guests. There are hotels that have successfully made hotel guests as their partners in conservation programmes. Example is lighting, linen change, material use to name a few. These measures, while aiding in hotels commitment to the environment conservation also add their share to the bottom line.

Hotel as an enterprise and an hotelier as a responsible member of the society have no option but to go green. Luckily, we are in an industry where we have educated, intelligent and understanding clients who if not more, are at least equally responsible members of the society. The task therefore becomes a joint venture. In this struggle to save and preserve our planet earth, there are no geographic boundaries, no religion and no colour, the planet belongs equally to all of us.

Tax Deferred Exchanges of Investment and Business Real Estate

The Primary Residence taxation, the Residential Replacement Rollover, Sec. 1034 exception is gone. Previous capital losses still apply, if the property is held as investment property and sold at a loss and that loss can be carried over for up to 7 years. For those over age 55 the primary residence or residential sale exclusion of taxation is gone. Tax deferred exchanges remain a viable way of deferring taxation on investment real estate.

It is required to analyze and pre plan prior to transaction. That analysis must be done by an updated tax deferred exchange professional such as those we have on retainer. Not only do you need a tax attorney, but a real estate attorney, and an expert attorney working with them - that is a specialist in only tax consequences; especially those of tax deferred real estate transactions. There must be proper forms and written documents before the transaction is done. This requires planning and a review of limitations as well as a formal and professional critique of assumptions and decisions.

Most Realtors, Attorneys and CPAs do not have sufficient expertise to guide you in a legitimate and defensible tax deferred exchange. The key here is defensible, as the IRS will usually audit the tax deferred transaction and if it's done correctly so that it is easily defensible you will sail right through the audit for little or no money. Your personal tax profile and that of your other business and family identities must be factored in the decisions. It may be necessary to legally refigure, adjust, and compartmentalize your purchase or sale - and document that appropriately, BEFORE you begin to put any part of the transaction in writing. Planning is legally done BEFORE and if it is done after the transaction you can be liable for fraud. The IRS does not take kindly to fraud especially regarding real estate.

For instance you must know your straight line depreciation factor; for investment property that is currently 39 years. For instance: Any depreciation taken during the ownership of the property will be picked up in a recapture tax upon the sale of the property.

Federal and State taxations must be combined properly, according to numerous factors that must be researched by your team of advisors. Since the total taxation on the gain is approximately 35% of the gain plus the recapture tax - your fees to professionals can be well worth it to you if they better your tax situation. The tax deferred technique can defer till later or eliminate your tax payment and consequence. Of course the only real and usual way to eliminate the tax is to die. There are ways to defer the tax however until that death. Tax deferred strategies are sometimes called alternative strategies or alternative tax deferment strategies.

Note: if you are speaking with anyone and they speak of TAX FREE EXCHANGE or TAX FREE SALE of your property, they are not well informed and thus you should be wary of any other advice they give you. There is, effectively, no such thing as a tax free sale or tax free exchange of real estate.

Exchanging is an effective tax planning tool. Large potential tax liability can therefore be deferred. And, there are savvy investors who have deferred taxation on millions of dollars of properties for decades and thus given themselves many millions of dollars of additional investment money with which to leverage their wealth.

Like kind exchange can now be defined as: any kind of real estate in exchange for any other kind of real estate.

We hear of qualifying property or properties - yes there can be more than two properties involved, in some cases there can be several and you don't have to ever see or even know about the other properties involved. You will need good advice however, professional advice. This exchange of any kind of real estate for any other kind of real estate was not always true. This tax deferment alternative is not for everyone. Some owners should not defer.

We must realize, as well, that there is ALWAYS a risk of audit. The larger the dollars involved and the more suspect (according to the IRS) that the participants in the transaction are, the more likely an IRS audit of the procedure is. If there are several million dollars in tax deferment involved, and especially if one or more of the participants are considered audit targets by the IRS for any reason, you may become involved in an expensive tax audit. The cost of the audit, even if you are successful in defending your decisions, can be far greater than the tax deferments. And if the deferment is disallowed there WILL be penalties, fines, interest and even more substantial legal and accounting fees - plus an amended return in some cases which may trigger more consequences and even more audits. I hope I've made myself quite plain here - get good advice from legal and accounting specialists on these exchanges.

There is a time line, for several of the acts and consequences in exchanges according to the IRS. In addition to timing there are other qualifying or disqualifying situations and these situations include the use of the properties, before, during and after the transaction by those involved or their families, friends, associates, etc... In addition to the normal criteria for the exchanges, if Realtors, investors, attorneys, or those who buy and sell real estate frequently are involved in exchanges; the IRS makes special, more restrictive rules that will result in more scrutiny by the IRS. In fact the IRS can make up reasons why they think a person needs more scrutiny; that can include political affiliations, relationships to politicians, your social position, your affiliation with judges, and conspicuously wealthy or well known people and even your religious affiliations and charitable giving recipients. In fact, there can be a tax deferred exchange that will work for one side of the exchange and not for the other person or entity involved.

In addition the tax court looks at intent for use, investment, or purchase and sale -- not only the use; past, present and future; of the properties involved but what they think may be or could be the uses and consequences based on all sorts of criteria and even hunches they may have. They also have extensive rules on what like-kind exchanges are. The exchange must also be interdependent. There may not be any receipt or control of cash or other liquid assets from the sale by any of the exchangers. This can be inclusive of debt relief as well. Any of these things will be taxed. In fact, a refinancing of any property involved within two years or less will disallow the tax deferment as well. There are also several time limits and timing criteria involved which must be allowed for and honored.

There are some specific terms; relinquished property and replacement property are the most important terms; after the most important definitive phrase of all: Like Kind Property Exchange. Large potential tax liability can be deferred; that is: NO tax is due upon receipt of the proceeds; from your investment in qualifying real estate, whether buying or selling, can be maximized by deferring the tax liability, the consequences, and using the deferred expenses. That is; you are saving and have the use of the tax money you don't have to pay now, and you can invest that money in the next property, giving you a multiplied ability to invest and reap further benefits of appreciation and income. Therefore, you will have the additional money, and therefore additional down payment, to invest in an even larger property or pay cash for a more expensive property. This can change your life; your life as an investor, your business life, at least.

The exchange does not have to be simultaneous. You must in general; identify the property within 45 days and settle within 180 days.

There are also delayed exchanges, non simultaneous exchanges, which are sometimes called Starker Exchanges. There can be a buyer assisted, delayed, Starker exchange. This buyer assisted, delayed exchange, is done with the help of the buyer - by letting the buyer possess or even live in the property for a while. This is almost always a bad idea, a very bad idea. There is also such a thing as a reverse-Starker exchange. In a Reverse Starker Exchange the replacement property is acquired before the relinquished property is sold. These are rare, unusual, possible and legal - but not to be considered lightly without adequate counsel involved in your every planning facet.

For the protection of all involved; the contracts, all exchange documents and paperwork should be prepared by specialists in tax deferred transactions. The Realtor should never, ever, prepare the exchange documents!

There are some additional factors and rules. You can name up to three possible properties in that first 45 day period. There is also a rule called the 200% aggregate rule where you can name several
properties up to but not more than 200% of the value of the relinquished property. Property held by a person who deals in property does not qualify. Personal residential use property does not qualify. Partnership interest in property does not qualify. Refinanced property will not likely qualify if it has been refinanced in the last two years. The property must ordinarily be held for investment and generally acquired and held for appreciation and for production of income such as rental income.

Let's now look at the sale of personal residences. The gain on a personal residence has no tax due on the first $250,000 of gain for one person or $500,000 tax relief for a couple. A principle residence is one that a person resides in for 183 days per year or more and no other. Factors which determine a person's principle residence are four; each showing the same residential address of that being claimed: A Driver's License; Magazine, Newspaper, and Internet Subscriptions, Utility Bills such as Cable TV, Telephone, etc. that are mailed to and show the address as residence, credit card bills, checking and savings accounts, voter registration card, personal telephone listing in the white pages.

There are many pages of rules, regulations, code, determinations, tax code, rental and vacancy rules, abandonment according to prescription, determinations of intent, various capricious factors known only to particular IRS agents, time lines, divorce issues, temporary use, rental, vacancy, or abandonment issues, documented or discoverable intentions on the part of participants in the transactions, multiple dispositions in short periods of time, work related occupancy and vacancy requirements, personal business use of property, income streams, family uses, health related and documented residential move or vacancy requirements, court cases and other recorded facts, all manner of special requirements and issues, land installment contract provisions, miscellaneous extenuating and defensible contingencies - which will affect the bona fide legality and defensibility of a tax deferred transaction. There are many points upon which your planning should be based. There are some emergency planning techniques as well.

You can even take some improvement expenses and take a fix up expense for work done to sell the house. You MUST have: Written affirmation of necessary expenses that are needed to sell the property. Be able to prove the work was done within 90 days of the executed contract of sale. There is also, now, a maximum of 20% taxation on the taxable portion of the net gain on the home. Generally tax laws are applied separately to each individual owner or co-owner of the property and each must meet requirements separately and individually.

Take care. Be prepared. Educate yourself and ensure that your advisors are as well. Be legally and financially, well represented and very professionally and personally wary.

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End Note: The above article was written in the form of notes during a class I attended on exchanges that was delivered by SEVERAL full time professionals in the business of ONLY these types of exchanges. These notes are to be considered guidance in the form of alarming you to the point of getting proper counsel only. You may know the exchanges of Real Estate as Starker Exchanges, 1031 or 10-31 exchanges or even as "tax free" exchanges. They are NOT tax free, they are tax deferred! Be careful.

Do not use the information in this article to make your final tax or selling or buying decisions. This information here is to give you enough data to begin thinking about deferred tax - exchange of real estate.

Do not make any decisions or write any documents based on this information. Get specialized legal advice from experts in this exact business; not from unspecialized attorneys or accountants - and especially NOT from general Realtors such as myself.

Ask to see the credentials of anyone who seeks to advise you, they will have them or not, exact and specific credentials, in writing, of their professional ability to serve you. If not, chose another professional to help you. In fact feel free to contact me and I'll get you in touch with those senior professionals who are full time in this exact profession.

There are law changes frequently on these forms of transactions and as I write this 10-31-2001 there are several laws being discussed and perhaps voted on today that will change many of the factors involved here - hopefully for the best - in order to help bolster our economy even more and support the real estate business in which I work.

Saturday, January 21, 2012

Performance Clauses In Entertainment Contracts

Producing and editing a masterwork of recorded music is obviously a specialized art form. But so is the entertainment lawyer's act of drafting clauses, contracts, and contractual language generally. How might the art of the entertainment attorney's legal drafting a clause or contract affect the musician, composer, songwriter, producer or other artist as a practical matter? Many artists think they will be "home free", just as soon as they are furnished a draft proposed record contract to sign from the label's entertainment attorney, and then toss the proposed contract over to their own entertainment lawyer for what they hope will be a rubber-stamp review on all clauses. They are wrong. And those of you who have ever received a label's "first form" proposed contract are chuckling, right about now.

Just because a U.S. record label forwards an artist its "standard form" proposed contract, does not mean that one should sign the draft contract blindly, or ask one's entertainment lawyer to rubber-stamp the proposed agreement before signing it blindly. A number of label forms still used today are quite hackneyed, and have been adopted as full text or individual clauses in whole or in part from contract form-books or the contract "boilerplate" of other or prior labels. From the entertainment attorney's perspective, a number of label recording clauses and contracts actually read as if they were written in haste - just like Nigel Tufnel scrawled an 18-inch Stonehenge monument on a napkin in Rob Reiner's "This Is Spinal Tap". And if you are a musician, motion picture fan, or other entertainment lawyer, I bet you know what happened to Tap as a result of that scrawl.

It stands to reason that an artist and his or her entertainment lawyer should carefully review all draft clauses, contracts, and other forms forwarded to the artist for signature, prior to ever signing on to them. Through negotiation, through the entertainment attorney, the artist may be able to interpose more precise and even-handed language in the contract ultimately signed, where appropriate. Inequities and unfair clauses aren't the only things that need to be removed by one's entertainment lawyer from a first draft proposed contract. Ambiguities must also be removed, before the contract can be signed as one.

For the artist or the artist's entertainment attorney to leave an ambiguity or inequitable clause in a signed contract, would be merely to leave a potential bad problem for a later day - particularly in the context of a signed recording contract which could tie up an artist's exclusive services for many years. And remember, as an entertainment lawyer with any longitudinal data on this item will tell you, the artistic "life-span" of most artists is quite short - meaning that an artist could tie up his or her whole career with one bad contract, one bad signing, or even just one bad clause. Usually these bad contract signings occur before the artist seeks the advice and counsel of an entertainment attorney.

One seemingly-inexhaustible type of ambiguity that arises in clauses in entertainment contracts, is in the specific context of what I and other entertainment lawyers refer to as a contract "performance clause". A non-specific commitment in a contract to perform, usually turns out to be unenforceable. Consider the following:

Contract Clause #1: "Label shall use best efforts to market and publicize the Album in the Territory".

Contract Clause #2: "The Album, as

delivered to Label by Artist, shall be produced and edited using only first-class facilities and equipment for sound recording and all other activities relating to the Album".

One shouldn't use either clause in a contract. One shouldn't agree to either clause as written. One should negotiate contractual edits to these clauses through one's entertainment lawyer, prior to signature. Both clauses set forth proposed contractual performance obligations which are, at best, ambiguous. Why? Well, with regard to Contract Clause #1, reasonable minds, including those of the entertainment attorneys on each side of the transaction, can differ as to what "best efforts" really means, what the clause really means if different, or what the two parties to the contract intended "best efforts" to mean at the time (if anything). Reasonable minds, including those of the entertainment lawyers on each side of the negotiation, can also differ as to what constitutes a "first-class" facility as it is "described" in Contract Clause #2. If these contractual clauses were ever scrutinized by judge or jury under the hot lights of a U.S. litigation, the clauses might well be stricken as void for vagueness and unenforceable, and judicially read right out of the corresponding contract itself. In the view of this particular New York entertainment attorney, yes, the clauses really are that bad.

Consider Contract Clause #1, the "best efforts" clause, from the entertainment lawyer's perspective. How would the artist really go about enforcing that contractual clause as against a U.S. label, as a practical matter? The answer is, the artist probably wouldn't, at end of day. If there ever were a contract dispute between the artist and label over money or the marketing expenditure, for example, this "best efforts" clause would turn into the artist's veritable Achilles Heel in the contract, and the artist's entertainment attorney might not be able to help the artist out of it as a practical matter:

Artist: "You breached the 'best efforts' clause in the contract!"

Label: "No! I tried! I tried! I really did!"

You get the idea.

Why should an artist leave a label with that kind of contractual "escape-hatch" in a clause? The entertainment lawyer's answer is, "no reason at all". There is absolutely no reason for the artist to put his or her career at risk by agreeing to a vague or lukewarm contractual marketing commitment clause, if the marketing of the Album is
perceived to be an essential part of the deal by and for the artist. It often is. It would be the artist's career at stake. If the marketing spend throughout the contract's Term diminishes over time, so too could the artist's public recognition and career as a result. And the equities should be on the artist's side, in a contractual negotiation conducted between entertainment attorneys over this item.

Assuming that the label is willing to commit to a contractual marketing spend clause at all, then, the artist-side entertainment lawyer argues, the artist should be entitled to know in advance how his or her career would be protected by the label's expenditure of marketing dollars. Indeed, asks the entertainment attorney, "Why else is the artist signing this deal other than an advance, marketing spend, and tour support?". The questions may be phrased a bit differently nowadays, in the current age of the contract now known as the "360 deal". The clauses may evolve, or devolve, but the equitable arguments remain principally the same.

The point is, it is not just performers that should be held to performance clauses in contracts. Companies can be asked by entertainment lawyers to subscribe to performance clauses in contracts, too. In the context of a performance clause - such as a record label's contractual obligation to market and publicize an album - it is incumbent upon the artist, and the artist's entertainment attorney if any, to be very specific in the clause itself about what is contractually required of the record company. It should never be left to a subsequent verbal side conversation. In other words, working with his or her entertainment lawyer, the artist should write out a "laundry-list" clause setting forth each of the discrete things that the artist wants the label to do. As but a partial example:

Contract Clause #3: "To market and publicize the Album in the Territory, you, Label, will spend no less than 'x' U.S. dollars on advertising for the Album during the following time period: ____________"; or even,

Contract Clause #4: "To market and publicize the Album in the Territory, you, Label, will hire the ___________ P.R. firm in New York, New York, and you will cause no less than 'y' U.S. dollars to be expended for publicity for and directly relating to the Album (and no other property or material) during the following time period: _____________".

Compare Clauses #3 and #4, to Contract Clause #1 earlier above, and then ask yourself or your own entertainment attorney: Which are more hortatory? Which are more precise?

As for Contract Clause #2 and its vague unexplained definition of "first-class facilities and equipment" - why not have one's entertainment lawyer instead just include in the contract a laundry-list clause of the names of five professional recording studios in the relevant city, that both parties, label and artist, prospectively agree constitute "first-class" for definitional purposes? This is supposed to be a contract, after all, the entertainment attorney opines. "Don't leave your definitions, and therefore definitional problems, for a later document or a later day, unless you truly want to make a personal financial commitment to keeping more litigators awash in business debating bad clauses and bad contracts before the courts".

If you don't ask, you don't get. Through the entertainment lawyer, the artist should make the label expressly sign on to a very specific contractual list of tasks in an appropriate clause, monitor the label's progress thereafter, and hold the label to the specific contractual standard that the artist was smart enough to "carve in" in the clause through the entertainment attorney in the first instance.

Again, consider Contract Clause #2, the "first class facilities and equipment" clause, from the entertainment lawyer's perspective. Note that, unlike Contract Clause #1, this is a promise made by the artist to the label - and not a promise made by the label to the artist.

So, an artist might now ask his or her entertainment attorney:

"The shoe's on the other foot, isn't it?"

"'First class' in that clause is as vague and undefined a contractual standard as 'best efforts', isn't it, entertainment lawyer?"

Entertainment attorney answer: "Right".

"So, entertainment lawyer, there won't be any harm in me, the artist, signing onto that contractual clause, will there, because I will be able to wiggle out of it if I ever had to, right?"

Entertainment attorney answer: "Wrong".

The fact is, a contractual ambiguity in a performance clause is a bad thing - in either case - whether in the context of a label obligation to artist; or even in the context of an artist obligation to a label. The entertainment lawyer should advise that any contractual ambiguity in any clause could hurt the artist, even in the context of one of the artist's own obligations to the other contracting party. Don't rest on the linchpin of ambiguities in clauses when conducting business and relying on contracts - even if, in your musical art form itself, as Cameron Crowe once suggested of my first guitar hero Peter Frampton, you may happen to write "obscurantist" song lyrics while taking your own artistic license. Contracts need to be handled differently.

Here's how ambiguity in your own contractual commitment to a label hurts you, from the entertainment lawyer's perspective. The old-saw contractual principle of music "delivery" often finds the artist required to hand over documents to the label, as well as physical materials such as the album itself in the form of masters, digital masters, or "glass masters", in order to get paid. By virtue of a contractually-delineated procedure vetted by and between entertainment attorneys, the label may be entitled to hold some (or even all) monies back, and not pay those monies to the artist until "delivery is complete" under the delivery clauses and delivery schedule in a contract. As one might therefore guess, "delivery" is a definite event whose occurrence or non-occurrence under the contract is oft-contested and sometimes even arbitrated or otherwise litigated by and between artists, labels, and the entertainment lawyers and litigators that represent them.

It is incumbent upon the artist and the artist's entertainment attorney to prevent the label from drumming-up a pretextual "failed delivery" under any clause in the contract as an excuse for non-payment. In the context of Contract Clause #2 above, "first-class facilities and equipment" could easily become that pretext - the artist's Achilles Heel in the litigation-tested contract contested between entertainment lawyer litigators. The label could simply take the position through counsel or otherwise that the delivered materials were not created at a "first-class" facility as contractually required in the relevant clause, no matter what facility was used. Why? Because "first-class" was never defined in any clause in the contractual document by either entertainment attorney on either side, as any particular facility.

And if no clause in the contract explicitly defined "first class" as an entertainment lawyer would have advised that it should do, then the artist could well be out the money, at least for the entire duration of an eminently avoidable multi-year litigation over what 2 dumb words mean. Worse yet, meanwhile, the label might be holding the money and laughing at the artist behind the artist's back for his or her lack of contractual prescience. From the artist-side entertainment lawyer's perspective, both of those horror-show possible eventualities and scenarios, are intolerable. They could have been avoided by a single, better clause - often the narrow reed upon which an artist's success ultimately rests. (Ask Billy Joel. Ask Neil Young. Ask Bruce Springsteen. Ask George Michael. Ask John Fogerty).

What about prescience? How can this foreseeable contractual delivery dispute in the context of Contract Clause #2, be avoided by the entertainment lawyer? The simple solution in this case, again, is for the artist's entertainment attorney to take a few extra minutes during the negotiations, and textually list-out, in a reply draft counter-proposed contract sent to the label, even if a single succinct clause, the actual facilities intended to be used. The artist-side entertainment lawyer can seek to make the label explicitly contractually pre-agree to the list of facilities, by name and address, in the body of the contract's text. That is what a contract is for, anyway, as an entertainment attorney will tell you. When used correctly, a contract and its clauses really just comprise a dispute-avoidance tool. An entertainment contract should be a dispute-avoidance tool exchanged between entertainment lawyers. Also note that a contractual ambiguity in a clause could hurt an artist, regardless of whether it is embedded in one of the artist's performance obligations, or even in one of the label's performance obligations! The moral?: List all performance obligations. Break them down into discrete and understandable tasks, clause by clause. Approach it the same way an entertainment attorney would. Better yet - enlist the assistance of one before forming an opinion about the clauses or signing the contract.

Sunday, January 15, 2012

Entertainment, the Smoke of Societal Inequality and Injustice

Entertainment, seemingly as tame as a lamb, is a villainous rogue that robs people of the justice and equality that they truly deserve. Though as innocent and beautiful as a child, it lulls the oppressed masses into a false, guileful sense of security; comfort; and well-being. Entertainment, quite often, is the emollient that soothes the ever-burning, acheful wounds in the human soul; gaffing society's masses into believing that all is well. And more often than not; it blocks critical, constructive thought so vital for the engenderment of long needed change. Society's masses, lulled into the deep sleep of false entertainment, are condemned to the musty barracks of poverty and a mendacious sense of security. Dancing in the lanes that the world's heartless billionaires have painted for them; society's brainwashed, beguiled masses pitch their tents beneath the shadow of pauperdom and woe. Their world; riddled with sham, make belief, and falsehood; is a strange, yawning prison that houses poverty's and injustice's impressionable lambs whose minds are carbon copies of the wishes of the rich. Entertainment is the "Haves" brainwashing tool of choice; it predisposes people to accepting less than they are worth and leaves unjust societies unchanged. Entertainment is the fruit of a society whose masses believe is doing well; when, in fact, it is a society where radical overhaul has been long overdue. The interminable stream of false entertainment flows like urban commuter trains: Their arrival time is so predictable; all one has to do is just stand there and wait a few minutes-one goes by, and another soon follows behind it. And so are the interminable stream of lies that flow through the umbrous cave of human society: They come one after another-The Lakers' Championship Game, the Angels and he Red Socks Match-up, the Meriwether-Chavez Championship Fight, the new Harry Potter movie, the London 2012 Olympics, the New Orleans Mardi Gras Celebration, the Beyoncé Concert at the Los Angeles Sports Arena, the Dunedin Winter Carnival, and on and on and on; drowning society's misinformed masses in a cruel, implacable flood of distractions. When it is not the Super Bowl Foot Ball Extravaganza, it is the Hornets and the Rockets; and when it is not that, it is a must-see Brad Pitt movie or the Michael Jackson Murder Trial. These empty, vain distractions blind society's masses from being able to notice what is really happening around them; and one day, they wake up living on the streets and unable to feed or cloth themselves and their families. What a messy, sorrowful plight to which society's masses have been condemned.

While entertainment; in and of itself, is not intrinsically harmful to healthy, well-balanced human beings; the kind of entertainment produced in this world is inherently false because it contains the virulent seeds of human destruction. For the most part, the bulk of the entertainment events produced by society's power brokers and societal engineers are slick, insidiously assembled fairy tales. These feel-good stories are exquisitely and ingeniously thought out and assembled to keep society's masses satisfied with a lot that is otherwise unsatisfactory. These fairytales are beautiful worlds to which society's framers take otherwise busted and disgusted human beings. For example, one might reason, "Hey, things are not that good with me right not; but, at least, I can go and see a Tom Cruise movie, work the Wall Street Stock Market, or go to Las Vegas over the week end. Things are going to come around for me. I can always go back to school, even though the cost of education has skyrocketed over the past twenty or so years." The fairytale of secular entertainment blocks people from being able to grasp the broader picture of the rich enslaving and ruling over the poor in American society and being willing and able to do something about it. The ultimate fact is: The fairytale of false entertainment in American society is a lie, but it is one that is hidden in a haystack. Society's masses must first be shown that they are all blind, internalize that seemingly heretical fact, and begin looking for an opthamologist to fix things for them. Once they recognize that they are blind and take appropriate actions, they must then begin to dig into the gold mine of themselves to determine what their natural intelligence is. This-and only this-will set them on the path of true success. It is only then that the poisonous influence of false entertainment would begin to become apparent and be destroyed forever.

In the light of these solemn, sober comments; secular entertainment in America-and just about everywhere else in the world-is evil and destructive. It blinds society's masses to the truth about what is really wrong with the world itself. As it turns out, it is not that the American business machine is inherently evil or anymore corrupt than anywhere else in the world; it is just that the world is wired to create inequality, injustice, and imbalance-and false entertainment blinds society to the truth about what is really wrong with the world itself. The stark, sour upshot of this whole analysis is that something is wrong with the world, and the "Haves" are paid exorbitant sums of money to slide a hand and cover it up. The handful of billionaires who run this world use various forms of entertainment distractions to veil the gaping wounds and epispastic bruises that society's masses carry day after day. Isn't it interesting that politician after politician steps on the stage of society and almost never mutters a word about the ever-widening gap between the "Haves" and the "Have-Nots." They may brush over it in passing, but they will never make it a major platform issue of their campaign. Why? It is because they belong to the inner circle of the secret that this whole world is a lie-a carefully told lie which movie-going fans would think that you are crazy if you ever mentioned it to them. The slick politicians already know that the world is a lie and that they cannot change it: They may tinker with it, but they know that they cannot change it; but society's sassy movie-going enthusiasts are not privy to that information. They live in the shadow of deceit-and they die there, too. There is nothing as soothing and placating as a good movie or Super Bowl game; but you see: The billionaires who put on those elaborate, serpentine distractions know exactly what to cook up for their stooges and slaves. It is kind of interesting when sports stars are paid millions of dollars per year; and teachers, a paltry salary that can hardly feed them and their families. And, paradoxically, no one seems to see anything wrong with that: Their eyes were not made to see those things; or may be, they are not even in control of their own vision! Their eyes were only meant to see the new Harry Potter movie or the Meriwether-Chaves Championship Fight! But why are sports stars paid so much money? It is because the lie in the world must create a parody that ensures maximum human suffering: And those who create that travesty of justice are paid plump, handsome salaries passed to them from someone behind the quaint door of mystery.

The world is filled with mystery-and some things just boggle the mind. A regional basket team wins the National Basket Ball Championship and their impassioned fans tear up the city, uprooting mail boxes and tossing them into streets. Does this, at least, tell us that there is more to sports than what we see with our naked eyes and what we have been told it really is? Does any of this tell us that there is more to what we see and wish to believe? But again; people, lost in the smoke of false societal entertainment put on by billionaires; refuse to open their own eyes and see for themselves what is really going on in these massive entertainment extravaganzas. Football players are paid millions of dollars to break up their own bones, crack their skulls, and damage their brains before millions of screaming fans whose eyes gaze at the wrong thing. They gape at the iron wheel of brawn crashing into the delicate, frail frame of a bad human experience. What they do not see are human beings ground up in the grillwork of evil. Years later, many football players wind up becoming vegetables; and. quite often, all this begins to take its toll well before they are fifty years old. Oh how sad; strapping, hulking athletic hunks are turned into zombies and vegetables, sacrificed to the idols of false gods. And by the time they open their own eyes; it is too late, and the damage is irreversible. In this regard, it is quite evident that something or someone else out there is thinking for Super Bowl fans, for Americans, for English people, for French people-and for people all over the world for that matter. All these mysterious episodes and occurrences are repeatedly saying the same thing: Deaf and blind people can neither hear nor see! Oh what a piteous plight in which society's masses find themselves; lost in the spinning smoke of rich people's cruel pranks and funny games! Something is wrong with the world, but the rich cover it up day after day after day. The distraction of false, societal entertainment interferes with people's ability to connect the dots in their world; and, for as much as such entertainment is the handiwork of the rich, they only cook up stuff that protects their own interest and well-being.

The slick, insidious lie of vain, empty entertainment from the guileful school of earth-conscious living ensnares man into thinking that the bogus system, with which he is confronted here in this world, is the only system that exists-and the only one that there will ever be. The fodder for that kind of thinking is derived from whatever interferes with the normal human process of thought and appropriate action. Such fodder is obtained from false societal entertainment: And such entertainment and the kind of reasoning behind it are all lies. They are lies because the world itself is woven from the fabric of lies; but the masses' ability to perceive this truth is blocked. The world is a carefully told lie that ties human beings to a place where they can neither see nor hear, and one to which they do not belong; but again, that truth is blocked, too. And the fact that earthly is a strange funeral is blocked as well: Even the power brokers and societal architects themselves fail to assimilate the idea of the clearly defined shelf life of their own existence on the earth; accordingly, they wind up deceiving their own selves even while they brainwash and trick all the rest of society. By the time most of society's masses wake up to the truth that they were all born rich with incredible natural intelligence ( skills, gifts, and talents), and that there was a shelf life to the wealth they were born to enjoy on this earth; they have long been removed from the false, brawling arena of earthly life. False societal entertainment not only programs people to accepting a fake destiny; it orients society around an insular, phony, earth-bound eternity-one that never ever materializes! The notion of life as an entirely earthly phenomenon is well received and understood by society's masses-and that is just about all that they are told. Earthly life is all there is to human existence-and oh, how believable that lie seems; but just a casual glance at the architecture of the earth itself whispers to any well-meaning, honest observer that there is an intelligent mind of order behind the sprawling, cosmic landscape of the earth and the universe; and that, at some point in the future, a settling-up day is coming-a day to settle all scores, so to speak! Most people in the world do sense that there is more to life than what rich people tell them through society's various socialization agencies and, in particular, through modern science's evolution and big bang theories. If the provincial view, that earthly life is just about all there is to everything, is true; it's kind of funny when evening after evening news telecast reads like long-shot Bible prophesies, far removed from the contents of what modern science and the media have been affirming to be true.

In sum, secular entertainment is false, not because entertainment itself is inherently false; but because the world is false and whatever it produces is stained with that fundamental blotch of falsehood. Secular entertainment's falsehood distracts people from seeing what is really wrong with them and the world around them. Society's masses, by virtue of intoxication with false entertainment, are told a lie that never allows them to realize and utilize the gold mine of the natural intelligence (gifts, talents, and skills) with which they were born. Society's guileful, vulpine brainwashing machine of mendacious socialization; false, deceitful science; and empty, bogus entertainment robs the earth's masses of their inalienable rights. Yes, it strips ordinary people of their unforfeitable right to wealth, justice, liberty, life, and the pursuit of happiness in this world and life forever in the next one on the other end of the fast-approaching night. Societal entertainment is a two-edged sword of human doom: It coaxes society's masses into accepting their lot of mediocrity from their rich slave masters. It also blocks their view of a broader understanding of human equality and justice in a transcendental world that operates on a higher plane of existence, free from greed and guile. Thus, false secular entertainment is the smoke of human folly that obfuscates the minds of society's masses and distracts them from realizing their full potentials and true purpose in this world; and ultimately, a richer and fuller life in the world that operates on, and presides over, a grander and broader scheme of things.

In this gripping, unsettling article; this writer presents some uncomfortable truths about how the world works; using the seemingly tame, innocent concept of entertainment. While he understands that, on the surface, entertainment is not intrinsically deleterious to anyone; he looks beyond the brawling façade of how it is perceived in Western societies (as an innately good, wholesome thing as oppose to the purpose for which it is used). As the saying goes, truth is stranger than fiction; nowhere is this adage truer than when It comes to human beings. And, as it turns out, the world is not what it appears to be. A mere glance at things today dis-curtains a world that is rapidly falling apart. The world is undergoing massive change overload and laboring under the distressful birth pains of unprecedented sorrow. The dramatic surge of global change has left scores of societies behind and billions of people on edge. The perceived onrush of fast-approaching global catastrophe hovers everywhere in the air. Many, filled with fright and chagrin, view the world smack in the tracks of apocalyptic tempests. The gathering clouds of doom are everywhere; they reflect the scene of a catastrophic, Category five storm; bursting forth in the distance and hissing at the world of man. Protest after protest, like airplanes lined up on a sprawling runway; erupts one after another all over the world. They are the war games between the "Haves" and the "Have Nots" and serve to remind the world that the French Revolution's philosophies are back; only that this time, the sanguinary anarchy will engulf the whole world! And who will be able to escape that frightening, inescapable nightmare that consumed French aristocracy towards the end of the eighteenth century!

How To Hire A Real Estate Attorney

Many people do not feel the need to hire a real estate attorney to settle a deal. They think that a real estate agent could do the job that is expected of an attorney. Remember - real estate brokers are not attorneys and cannot give legal advice. However, you should not overlook the fact that real estate transactions are governed by federal as well as state statutory and common laws. Real estate laws cover a wide variety of legal issues, such as acquiring, financing, developing, leasing and selling all kinds of commercial and residential real property.

There are various valid reasons for hiring a real estate attorney to handle your real estate deals. Reasons, such as protecting you from mistakes, errors in the documents, and in the figures, and other problems, could lead to expensive legal action.

You cannot expect to pick up a right attorney from a phone book or through an advertisement. You can go about hiring a real estate attorney in the following ways:

o Personal and Business Referrals - Check with friends who have invested in real estate, and ask for their recommendations. Your business contacts can do the same. The experience your friends and acquaintances have gone through can help you make up your mind.

o Attorney Referral Services - If you are not satisfied with your personal and business referrals, you can go the route of attorney referral services. Many referral services, which specialize in real estate attorneys, carefully screen the attorneys on their list with appropriate qualifications and experience. You can certainly ask the attorney referral services, what their qualifications are, including a particular attorney.

o Other Sources - You can check with your state's Bar Association for referrals. Your local real estate realtor's association could also refer an appropriate attorney to you.

Interviewing Prospective Real Estate Attorneys:

Make a list of attorneys from all your sources, and prepare yourself to interview them personally. Make a list of questions you wish to ask. Most real estate attorneys will answer simple questions over the phone - with no charges involved.

Your telephonic questions can include queries about his/her charges. Whether he/she charges per hour, or is he/she willing to handle the complete real estate deal for a fixed price. You can request for an estimate of the time he/she would take to complete the whole deal, which involves looking over contracts, handling disclosures, and helping with the closing, etc.

Before you select any particular attorney, make sure that he/she specializes in real estate. An attorney who is also a licensed real estate broker would be an ideal choice.

Thursday, January 5, 2012

NTP Server - More Than Meets the Eye

The benefits of having synchronized time throughout a facility can be endless. Having all analog and digital clocks in a facility displaying the exact same time is proven to streamline workflows and increase the efficiency of the building. These are just the benefits to having a synchronized clock system, but what if you had the ability to take the benefits of this technology further? To completely maximize the benefits of synchronized time, facility managers have the option to sync every device with a time display, down to the coffee maker in the break room, to the exact same time. And how is this accomplished? Multiple devices within a facility can sync to the exact same time with the implementation of an NTP server.

The job of an NTP server is to distribute the time to other computer based equipment within a facility. This could be a device that displays the time, for instance a computer clock, or one that has no time display but still provides a time stamp when operated, like an office printer. Literally any device that has the ability to connect to the facility's network will be synced to the same time, providing benefits that are justified well beyond the cost of implementing the time server. Three benefits in particular will be discussed in this article.

1. Syncing with Time Attendance

Very often, there are discrepancies in the time workers clock in for work, and the actual time they enter the building. While the wall clocks are displaying an accurate time, the time attendance machine may record a time completely different than the one displayed on the clocks throughout the facility, causing confusion for both the employee and the management in charge of monitoring the employee's time card. Eliminating this issue is not a problem with the use of an NTP server. By connecting the facility's time attendance machine to the server via Ethernet connection, it will begin to receive the same synchronization as the facility's clocks, assuring the record of an employee's time card is consistence with the time display of the wall clocks.

2. Enhancing Security

In most cases, synchronized clock systems receive their time input from public NTP servers, which are different than the server being discussed in this article. In this case, the NTP server is not internal of the building, but is an external time source, where the facility must breech their firewall to receive the time, opening the building's network to security issues. With the implementation of an internal NTP server, facilities don't have to worry about going outside of their firewall to synchronize clocks or other computer based devices to NTP time, giving piece of mind to facility mangers.

3. Syncing Computers

The clock displays from computers can be a very common source of time for their users. For example, while working on a computer, a user has no need to look up at a wall clock since there is a time display sitting at the right bottom hand corner of their screen. However, the issue arises that if this time displayed on the computer is minutes fast of the accurate time on the wall clocks, the user is going to experience some confusion when he or she stands up from their desk chair and receives time from the wall clock. By installing an NTP server, the computers, which are in most cases already connected to the building's network, will receive time from the same source as the synchronized clocks, providing matching time between their time display and wall clocks.

When making the addition of an NTP server to a facility, the three aforementioned devices that the server can synchronize to are only a fraction of its capability. By implementing this kind of technology into a building, anything that has the ability to connect to the internet will be receiving time synchronization from the NTP server, giving the user or facility manager the choice to sync whatever device he or she feels necessary. And when facility managers do make the decision to implement this technology, they have not only increased the efficiency of their clock system, but they have maximized their use for synchronized time.

The Need For An Entertainment Lawyer In Film Production

Does the film producer really need a film lawyer or entertainment attorney as a matter of professional practice? An entertainment lawyer's own bias and my stacking of the question notwithstanding, which might naturally indicate a "yes" answer 100% of the time - the forthright answer is, "it depends". A number of producers these days are themselves film lawyers, entertainment attorneys, or other types of lawyers, and so, often can take care of themselves. But the film producers to worry about, are the ones who act as if they are entertainment lawyers - but without a license or entertainment attorney legal experience to back it up. Filmmaking and motion picture practice comprise an industry wherein these days, unfortunately, "bluff" and "bluster" sometimes serve as substitutes for actual knowledge and experience. But "bluffed" documents and cture production procedures will never escape the trained eye of entertainment attorneys working for the studios, the distributors, the banks, or the errors-and-omissions (E&O) insurance carriers. For this reason alone, I suppose, the job function of film production counsel and entertainment lawyer is still secure.

I also suppose that there will always be a few lucky filmmakers who, throughout the entire production process, fly under the proverbial radar without entertainment attorney accompaniment. They will seemingly avoid pitfalls and liabilities like flying bats are reputed to avoid people's hair. By way of analogy, one of my best friends hasn't had any health insurance for years, and he is still in good shape and economically afloat - this week, anyway. Taken in the aggregate, some people will always be luckier than others, and some people will always be more inclined than others to roll the dice.

But it is all too simplistic and pedestrian to tell oneself that "I'll avoid the need for film lawyers if I simply stay out of trouble and be careful". An entertainment lawyer, especially in the realm of film (or other) production, can be a real constructive asset to a motion picture producer, as well as the film producer's personally-selected inoculation against potential liabilities. If the producer's entertainment attorney has been through the process of film production previously, then that entertainment lawyer has already learned many of the harsh lessons regularly dished out by the commercial world and the film business.

The film and entertainment lawyer can therefore spare the producer many of those pitfalls. How? By clear thinking, careful planning, and - this is the absolute key - skilled, thoughtful and complete documentation of all film production and related activity. The film lawyer should not be thought of as simply the cowboy or cowgirl wearing the proverbial "black hat". Sure, the entertainment lawyer may sometimes be the one who says "no". But the entertainment attorney can be a positive force in the production as well.

The film lawyer can, in the course of legal representation, assist the producer as an effective business consultant, too. If that entertainment lawyer has been involved with scores of film productions, then the motion picture producer who hires that film lawyer entertainment attorney benefits from that very cache of experience. Yes, it sometimes may be difficult to stretch the film budget to allow for counsel, but professional filmmakers tend to view the legal cost expenditure to be a fixed, predictable, and necessary one - akin to the fixed obligation of rent for the production office, or the cost of film for the cameras. While some film and entertainment lawyers may price themselves out of the price range of the average independent film producer, other entertainment attorneys do not.

Enough generalities. For what specific tasks must a producer typically retain a film lawyer and entertainment attorney?:

1. INCORPORATION, OR FORMATION OF AN "LLC": To paraphrase Michael Douglas's Gordon Gekko character in the motion picture "Wall Street" when speaking to Bud Fox while on the morning beach on the oversized mobile phone, this entity-formation issue usually constitutes the entertainment attorney's "wake-up call" to the film producer, telling the film producer that it is time. If the producer doesn't properly create, file, and maintain a corporate or other appropriate entity through which to conduct business, and if the film producer doesn't thereafter make every effort to keep that entity bullet-proof, says the entertainment lawyer, then the film producer is potentially shooting himself or herself in the foot. Without the shield against liability that an entity can provide, the entertainment attorney opines, the motion picture producer's personal assets (like house, car, bank account) are at risk and, in a worst-case scenario, could ultimately be seized to satisfy the debts and liabilities of the film producer's business. In other words:

Patient: "Doctor, it hurts my head when I do that".

Doctor: "So? Don't do that".

Like it or not, the film lawyer entertainment attorney continues, "Film is a speculative business, and the statistical majority of motion pictures can fail economically - even at the San Fernando Valley film studio level. It is insane to run a film business or any other form of business out of one's own personal bank account". Besides, it looks unprofessional, a real concern if the producer wants to attract talent, bankers, and distributors at any point in the future.

The choices of where and how to file an entity are often prompted by entertainment lawyers but then driven by situation-specific variables, including tax concerns relating to the film or motion picture company sometimes. The film producer should let an entertainment attorney do it and do it correctly. Entity-creation is affordable. Good lawyers don't look at incorporating a client as a profit-center anyway, because of the obvious potential for new business that an entity-creation brings. While the film producer should be aware that under U.S. law a client can fire his/her lawyer at any time at all, many entertainment lawyers who do the entity-creation work get asked to do further work for that same client - especially if the entertainment attorney bills the first job reasonably.

I wouldn't recommend self-incorporation by a non-lawyer - any more than I would tell a film producer-client what actors to hire in a motion picture - or any more than I would tell a D.P.-client what lens to use on a specific film shot. As will be true on a film production set, everybody has their own job to do. And I believe that as soon as the producer lets a competent entertainment lawyer do his or her job, things will start to gel for the film production in ways that couldn't even be originally foreseen by the motion picture producer.

2. SOLICITING INVESTMENT: This issue also often constitutes a wake-up call of sorts. Let's say that the film producer wants to make a motion picture with other people's money. (No, not an unusual scenario). The film producer will likely start soliciting funds for the movie from so-called "passive" investors in any number of possible ways, and may actually start collecting some monies as a result. Sometimes this occurs prior to the entertainment lawyer hearing about it post facto from his or her client.

If the film producer is not a lawyer, then the producer should not even think of "trying this at home". Like it or not, the entertainment lawyer opines, the film producer will thereby be selling securities to people. If the producer promises investors some pie-in-the-sky results in the context of this inherently speculative business called film, and then collects money on the basis of that representation, believe me, the film producer will have even more grave problems than conscience to deal with. Securities compliance work is among the most difficult of matters faced by an entertainment attorney.

As both entertainment lawyers and securities lawyers will opine, botching a solicitation for film (or any other) investment can have severe and federally-mandated consequences. No matter how great the film script is, it's never worth monetary fines and jail time - not to mention the veritable unspooling of the unfinished motion picture if and when the producer gets nailed. All the while, it is shocking to see how many ersatz film producers in the real world try to float their own "investment prospectus", complete with boastful anticipated multipliers of the box office figures of the famed motion pictures "E.T." and "Jurassic Park" combined. They draft these monstrosities with their own sheer creativity and imagination, but usually with no entertainment or film lawyer or other legal counsel. I'm sure that some of these producers think of themselves as "visionaries" while writing the prospectus. Entertainment attorneys and the rest of the bar, and bench, may tend to think of them, instead, as prospective 'Defendants'.

Enough said.

3. DEALING WITH THE GUILDS: Let's assume that the film producer has decided, even without entertainment attorney guidance yet, that the production entity will need to be a signatory to collective bargaining agreements of unions such as Screen Actors Guild (SAG), the Directors Guild (DGA), and/or the Writers Guild (WGA). This is a subject matter area that some film producers can handle themselves, particularly producers with experience. But if the film producer can afford it, the producer should consult with a film lawyer or entertainment lawyer prior to making even any initial contact with the guilds. The producer should certainly consult with an entertainment attorney or film lawyer prior to issuing any writings to the guilds, or signing any of their documents. Failure to plan out these guild issues with film or entertainment attorney counsel ahead of time, could lead to problems and expenses that sometimes make it cost-prohibitive to thereafter continue with the picture's further production.

4. CONTRACTUAL AFFAIRS GENERALLY: A film production's agreements should all be in writing, and not saved until the last minute, as any entertainment attorney will observe. It will be more expensive to bring film counsel in, late in the day - sort of like booking an airline flight a few days before the planned travel. A film producer should remember that a plaintiff suing for breach of a bungled contract might not only seek money for damages, but could also seek the equitable relief of an injunction (translation: "Judge, stop this production... stop this motion picture... stop this film... Cut!").

A film producer does not want to suffer a back claim for talent compensation, or a disgruntled location-landlord, or state child labor authorities - threatening to enjoin or shut the motion picture production down for reasons that could have been easily avoided by careful planning, drafting, research, and communication with one's film lawyer or entertainment lawyer. The movie production's agreements should be drafted with care by the entertainment attorney, and should be customized to encompass the special characteristics of the production.

As an entertainment lawyer, I have seen non-lawyer film producers try to do their own legal drafting for their own pictures. As mentioned above, some few are lucky, and remain under the proverbial radar. But consider this: if the film producer sells or options the project, one of the first things that the film distributor or film buyer (or its own film and entertainment attorney counsel) will want to see, is the "chain of title" and development and production file, complete with all signed agreements. The production's insurance carrier may also want to see these same documents. So might the guilds, too. And their entertainment lawyers. The documents must be written so as to survive the audience.

Therefore, for a film producer to try to "fake it" oneself is simply to put many problems off for another day, as well as create an air of non-attorney amateurism to the production file. It will be less expensive for the film producer to attack all of these issues earlier as opposed to later, through use of a film lawyer or entertainment attorney. And the likelihood is that any self-respecting film attorney and entertainment lawyer is going to have to re-draft substantial parts (if not all) of the producer's self-drafted production file, once he or she sees what the non-lawyer film producer has done to it on his or her own - and that translates into unfortunate and wasted expense. I would no sooner want my chiropractor to draft and negotiate his own filmed motion picture contracts, than I would put myself on his table and try to crunch through my own backbone adjustments. Furthermore, I wouldn't do half of the chiropractic adjustment myself, and then call the chiropractor into the examining room to finish what I had started. (I use the chiropractic motif only to spare you the cliché old saw of "performing surgery on oneself").

There are many other reasons for retaining a film lawyer and entertainment attorney for motion picture work, and space won't allow all of them. But the above-listed ones are the big ones.

Mexico Luxury Hotels and Resorts

If you are planning for a trip that can revitalize your life and provide some needed adventure, look no further than Mexico, as this is the best place to be this vacation season. The country is filled with rich culture and diverse traditions. The North American country of Mexico stretches between an ocean and a gulf, as shown on the map of Mexico. The Tropic of Cancer effectively divides the country into temperate and tropical zones. Land located north of the twenty-fourth parallel experiences cooler temperatures during the winter months. South of the twenty-fourth parallel, temperatures are fairly constant year round and vary solely as a function of elevation. This gives Mexico one of the world's most diverse weather systems. The country also has a variety of destinations filled with natural and human made monuments. Rappelling, water rafting, mountain climbing or fishing are some of the activities that complement the experience of visiting indigenous communities, museums, gallerias or enjoying the regional traditions.

The Mexico hotels and Mexico luxury resorts under the Villa group have a variety of penthouses and suites to match your style. Fancy a room facing towards the beach or an entrance through a garden to enjoy your early morning coffee the hotels has all the required rooms. There are spa facilities to provide you the much needed massage to rejuvenate your mind body. Check out the attractive stay packages which even include complimentary breakfast, spa therapy and various other conveniences to suit your needs. The concierge at Villa Mexico Hotels also arrange fishing across the river which surely is a treat to enjoy the calmness of the sea.

A person heading to Mexico, must ensure one thing and that is to book accommodation well in advance. Hotels in Mexico get booked very quickly and hence necessary planning is required. There are also beautiful resorts in Mexico which provide the tourist with all desired luxuries. One of the most popular luxury hotels in Mexico is the Villa Group. The group has a chain of Mexico Luxury hotels and Luxury resorts spread across the country. This makes the hotel chain an ideal option. The group has its resorts and hotels in places like Cabo san Lucas, Cancun, Island of Loreto, Puerto Vallarta and Riviera Nayarit.

The resort also provides great deals across the year to your convenience. It has attractive packages for weddings which let to access the entire resort for a nominal price. You can have the beachfront wedding planned and arranged with the help of concierge at the resorts. The resort is a perfect place to have your perfect wedding. In case the Mexico hotels are booked, one needn't fret as the company has a tie up with several other resorts or hotels across the country and it still provides all the facilities that you require. The group also has an online help facility which one can use to contact the resort to obtain all necessary information. The hotels also provide a wide variety of cuisines for your palette. One can access the website or contact the Mexico luxury resorts directly to obtain all necessary information.