A film deal memo is a short-form document recording the main commercial terms agreed between people or companies working on a film. It may cover a writer, director, performer, producer, financier or crew member. In Britain, a similar preliminary document may also be called heads of terms.
Its legal effect depends on its wording, the parties' intentions and conduct, and the law governing the agreement. Under English law, heads of terms can be binding, partly binding or non-binding. Never assume that an unfinished long-form contract means nothing has yet been agreed. Lewis Silkin
Because the long-form contract usually develops the bargain already struck. Once principal terms are accepted, reopening them may become commercially difficult.
The Writers Guild of America advises that a deal memo or contract should be prepared when a writer is hired or literary material is sold, licensed or optioned. Its standard theatrical writing contract was created partly to avoid disputes over terms that were never properly negotiated at the short-form stage. Writers Guild of America West
Start with the legal identity of each party and exactly what is being agreed. If a screenplay is being optioned, define the option: a temporary exclusive right to acquire specified rights during an agreed period. If services are being hired, identify the role, delivery dates, payment, payment triggers and expenses.
Then establish the rights granted, territory, duration, credit, writing or development steps, approvals or consultation rights, bonuses, sequel or remake rights, termination and governing law. Any backend participation should explain how the share is calculated. Backend means contingent income payable from defined revenues or profits after agreed deductions or recoupment.
For producers, the document should also support a clean chain of title: the record proving that the production controls the intellectual property rights required to make and exploit the film.
Because simple wording can conceal different commercial outcomes. "One rewrite and one polish" should establish what each step involves, when it is delivered and what happens if further changes are requested. A production bonus should name the trigger: financing, greenlight, commencement of principal photography or another defined milestone.
Credit also needs precision. A promise may need to address position, prominence, shared credit and what happens if another writer joins. Under WGA-covered deals, writing credits are determined through Guild procedures, although individual agreements can negotiate certain additional protections. The WGA also requires authorised people who may request rewrites or receive drafts to be identified in covered writers' agreements. Writers Guild of America West
A writer should understand exactly what is transferred and what remains theirs. Pay particular attention to reserved rights and what protects the writer if the film is never produced — losing a screenplay permanently to a project that stalls is a real risk.
That last provision is usually called reversion or reacquisition: rights returning to the writer after specified conditions or time periods. The WGA provides certain reacquisition rights for qualifying original material and encourages stronger negotiated reversion provisions where appropriate. Rules differ between jurisdictions and individual agreements. Writers Guild of America West
A producer needs enough contractual control to finance, produce and distribute the film. Check chain of title, confirm every required right has been obtained and ensure payment, delivery and option deadlines are workable.
This can affect financing directly. BFI development funding requires specified rights to be controlled before payment and may stop further funding if those rights lapse. A vague early agreement can therefore become a serious problem during legal due diligence. BFI
Because film negotiations can move faster than legal drafting. At Sundance in 2006, Fox Searchlight acquired worldwide rights to Little Miss Sunshine for $10.5 million after an overnight bidding process. Major commercial decisions can arrive with little time to invent a negotiating strategy. Los Angeles Times
Before discussions begin, decide which three terms matter most, which points are negotiable and what would make you walk away.
Before signing where the memo transfers valuable intellectual property, commits substantial money, contains profit participation, restricts future work or uses terms you do not fully understand. Guild-covered writers, directors and performers should also check applicable collective agreements because minimum terms and protections may already apply.
Send the adviser the proposed memo, relevant previous rights agreements and a record of the commercial terms already agreed. Legal costs vary considerably by jurisdiction and complexity, so ask whether a fixed-fee document review is available before instructing them.
Create a one-page deal sheet for your project. Note the three terms you will not concede and keep it beside you whenever negotiations begin.
The worst time to decide what matters most is when somebody is waiting for your answer.
This article provides general information rather than legal advice. Contract, copyright and collective agreement requirements vary between jurisdictions and individual deals.
Written by Rosalind McKenna for Solaire PitchUp Creator Centre
Last updated: September 2026
What Should a Film Deal Memo Include?