How to Protect Your IP Before Signing with an Agency: Redlines for Creators

Don't sign blind: how to protect your IP before you sign with an agency

Creators fear losing control of the stories, characters, and formats that built their audience. The headline-making January 2026 signing of European transmedia IP studio The Orangery with WME (William Morris Endeavor) illustrates why: agencies now compete to represent high-value transmedia IP, and offers can move fast. That speed translates into pressure to accept broad rights, open-ended terms, and commission structures that undercut future upside. This guide gives creators the specific redlines and must-keep clauses to protect IP in agency-agreement negotiations—so you keep control, upside, and the right to walk away if terms go toxic.

Top-line advice (inverted pyramid)

Before you sign any representation or agency-agreement: pause, preserve, and protect. Prioritize three non-negotiables first:

1. Preserve ownership: Confirm the agreement does not assign or irrevocably license your core IP.
2. Limit exclusivity: Narrow scope, territory, and duration for any exclusive rights.
3. Define commissions and revenue waterfall: Make commission-rate, payment timing, and deductions explicit.

Why this matters in 2026

Industry conditions in late 2025–early 2026 changed the negotiation landscape. Agencies—large talent houses like WME included—have expanded IP desks and are increasingly packaging streaming, gaming, and brand deals (including creator merchandise). Simultaneously, litigation and regulatory questions about AI training, data rights, and attribution have made clear documentation of IP ownership and usage rights essential. Creators who signed generic representation agreements in the past are now facing downstream disputes over adaptations, AI training use, and sublicensing revenue splits.

Example: When a boutique IP studio signs a global agency, the headline makes the deal look like a win—but unchecked clauses can turn a win into a loss of control.

How to use this guide

This is a practical, checklist-driven resource. Use the redlines below to: (1) add to your negotiation memo; (2) copy-and-paste sample language into your proposed edits; and (3) run a focused review with a lawyer. Each redline includes: the why, the what to change, and a short sample clause.

Priority redlines and must-keep clauses

Below are the clauses I recommend creators treat as either mandatory keeps or the first edits you push back on in any agency-agreement or representation contract.

1. Ownership of Existing and Future IP (Must-keep)

Why: You must retain ownership of the creative works that you brought to the table and any future works unless you explicitly agree otherwise.

What to change: Add an explicit ownership clause that reserves all rights (copyright, moral rights, database rights, trade dress, etc.) to the creator. Clarify that representation is not an assignment or exclusive license to copyrights.

Sample clause:
"Creator retains all right, title and interest in and to the Creator IP, including all copyrights, trademarks, and moral rights. This Agreement does not assign, transfer, or license any ownership rights to the Agent, except for those limited rights specifically set forth in Section X for the sole purpose of carrying out the representation services described herein."

2. Scope of Representation (Must-keep)

Why: If the agency has an undefined scope, it can claim rights to sell or license formats you didn't intend to give away (e.g., merchandising, games, TV, films, NFTs).

What to change: Define the scope by media, territory, and commercial channels. Carve out specific categories (merch, adaptations, NFTs, AI training) unless you expressly grant them.

• List permitted exploitations (e.g., "motion picture, television, podcasting—excluding videogames and consumer products")
• Define territories (e.g., "World excluding markets X, Y")
• Limit channels (e.g., "excluding Web3/NFT marketplaces and blockchain-based exploitation")

3. Exclusivity, Term-Length, and Renewals (Redline aggressively)

Why: Open-ended exclusivity and long initial terms trap creators. Agencies often seek multi-year exclusive representation that can block you from other opportunities.

What to change: Keep exclusivity time-limited, narrow in scope, and include automatic sunset or mutual opt-out. For new or unproven creators, push for a short initial term (6–12 months) with performance milestones for renewal.

Sample clause:
"Term: The initial term shall be nine (9) months from the Effective Date. Exclusivity shall apply only to the categories expressly identified in Schedule A. If, at the end of the initial term, the Agent has effected at least one Transaction as defined herein, the parties may mutually agree to renew for successive twelve (12) month terms; absent mutual agreement, the Agreement terminates."

4. Commission-Rate and Deal-Specific Fees (Must-keep clarity)

Why: Commission-rate disputes are the most common fight post-signing. Different deals (license, sale, merchandising, subagents) often deserve different commission rates. Agencies may also seek to deduct expenses or claim commissions on gross receipts—they should not be allowed to do so without transparency.

What to change: Specify commission-rate by deal type, whether commissions are on gross or net, what expenses are deductible, and timing of payments. Typical 2026 market guidance: agents commonly take 10% on licensing/sales; managers can seek 15–20% for personal services; merchandising and sub-licensing may range 10–20% depending on involvement.

Sample clause:
"Commission: Agent shall receive a commission of ten percent (10%) of Gross Receipts from Transactions procured by Agent, and fifteen percent (15%) of Gross Receipts for merchandising and consumer products Transactions. 'Gross Receipts' means all consideration actually received by Creator, less only third-party payment processing fees. Agent shall not deduct any overhead or internal costs from Creator's receipts."

5. Options, First-Look, and Exclusivity Over Future Works (Redline)

Why: Option and first-look clauses are often written to give an agency or partner a perpetual right to future works. That can prevent you from shopping sequels, spinoffs, or new IP freely.

What to change: Limit any option/first-look to a short period (30–90 days) and to projects substantially similar to the presented IP. Avoid blanket first-refusal rights on all future works.

Sample clause:
"First-Look: For ninety (90) days following Agent's written submission of a specific exploitation proposal for the Work, Creator will not solicit third parties for the identical proposal. This first-look applies only to the specific Work and does not extend to sequels, prequels, or separate IP."

6. Sublicensing and Assignment (Must-keep restrictions)

Why: Agencies routinely sublicense rights; without limits, your work can be sublicensed multiple times with opaque financial flows.

What to change: Require prior written consent for sublicenses above a threshold, and require that Creator's revenue share be paid directly by the sublicensor or held in escrow until collected.

7. Approval Rights and Creative Control (Must-keep for IP owners)

Why: In transmedia deals—books to screens—creators often lose approval over character changes, key art, or story direction. Maintain approval where brand integrity matters.

What to change: Carve limited approval rights for core elements: character names, key art, branded marks, and use of likenesses. Keep approval reasonable and tied to material changes that would harm the brand.

8. Reversion and Termination for Non-Use (Must-keep)

Why: If representations don't result in deals, creators need a way to reclaim full control of their IP.

What to change: Add automatic reversion triggers if no Transaction closes within a specified timeframe after the term ends, or upon material breach by the agency.

Sample clause:
"Reversion: If no Transaction generating Gross Receipts is consummated within twelve (12) months following the termination or expiration of this Agreement, any exclusive rights granted shall automatically revert to Creator without further action."

9. Warranties, Indemnities, and Liability Caps (Redline carefully)

Why: Agencies will request broad warranties that you own the IP and indemnities for infringement. While reasonable, creators should not accept open-ended liability, especially when an agency had creative input or handles distribution.

What to change: Narrow warranties to matters within your knowledge, carve out agency breach and third-party claims arising from agency actions, and cap liability to a multiple of fees paid (or carve out willful misconduct).

10. Audit Rights and Accounting Transparency (Must-keep)

Why: You need to verify deals and commissions—opaque accounting is a common revenue leak.

What to change: Include periodic audit rights (annual or triggered by dispute), require itemized statements, and define frequency/timing of payments. Specify who pays audit costs if a material discrepancy is found (commonly the party at fault pays).

11. Data, AI, and Training Rights (New 2026 must-keep)

Why: After 2025's legal disputes over AI training and dataset rights, creators must control whether their content can be used to train models or reproduced by AI without compensation or credit.

What to change: Add a specific clause that prohibits the agency and its sublicensees from using Creator IP for AI training, model ingestion, or synthetic generation without express, paid license and attribution.

Sample clause:
"AI and Model Rights: Agent shall not authorize or permit any use of Creator IP for the training, fine-tuning, or creation of Automated Content (including generative AI) without a separate written agreement specifying fees, attribution, and rights. Any unauthorized AI use is a material breach."

12. Credits, Moral Rights, and Attribution (Must-keep)

Why: Credit drives reputation and future deals. Agencies sometimes deprioritize credit when prioritizing speed or packaging.

What to change: Specify on-screen credits, author credits in adaptations, social media attribution standards, and moral rights waivers only if narrowly limited and compensated. Keep an eye on platform policy changes and YouTube's monetization shifts that can affect how credit and revenue interplay.

Negotiation playbook — step-by-step

1. Review the draft with an experienced entertainment/IP attorney. Use this redline checklist as your negotiation baseline.
2. Prioritize a short term and narrow exclusivity. If the agency insists on longer terms, ask for performance milestones and opt-outs on failure.
3. Fix ownership and AI clauses first—they're structural and hard or impossible to change later.
4. Negotiate commission-rate by deal type (10% for licensing/sales; higher for services). Get net/gross clarity and ban internal deduction clauses.
5. Require clear audit rights and regular, itemized accounting statements with payment timelines (e.g., within 30 days of receipt).
6. Insert reversion on non-use, and limit sublicense rights and assignment to affiliates only with notice and prior consent for third parties.

Sample redline checklist (copy into your doc)

• [ ] Ownership: Creator retains all IP rights (no assignment).
• [ ] Scope: List permitted media and carve out merchandising, AI, Web3 unless agreed.
• [ ] Exclusivity: Initial term 6–12 months; limited to defined categories.
• [ ] Commission: 10% on licensing/sales (specify gross vs net); payment within 30 days.
• [ ] Options/First-look: 30–90 days, limited to the specific work.
• [ ] Sublicense: Agency needs prior written consent for third-party sublicenses above $X.
• [ ] Reversion: Automatic reversion after 12 months of non-use post-termination.
• [ ] AI: No model training without a paid license and attribution. See also practical resources on AI content playbooks for how platforms treat generative outputs.
• [ ] Audit: Annual audit rights; offending party pays if 5%+ discrepancy.
• [ ] Credits: Specify form and prominence of on-screen and literary credits.

Real-world examples and lessons (experience matters)

Consider the real-world context: the 2026 WME-The Orangery story shows agencies chasing transmedia IP. If you are a creator of a hit graphic novel series, the agency pitch will include film/TV/game packaging and brand deals. The headline makes it look like a clean win—but unless you limit the agency's power to license derivative works (games, merch, NFTs, training rights), you may find an agent negotiating deals that change the character or monetize in ways you dislike.

Case study takeaway: always ask for a schedule of material rights being negotiated for each transaction, and insist on creator sign-off for any commercial exploitation that materially alters character, storyline or brand. Keep an organized clause library and versioned checklist so you can paste preferred language into drafts quickly.

Practical tools and templates

Use these tools to streamline negotiation:

• Redline template: Copy the checklist above into your negotiation memo and track concessions in a single document.
• Commission calculator: Build a simple spreadsheet that models gross vs net receipts, commission percentage, and taxes to visualize post-commission income. See examples of creators using data-driven deal posts to make the case in negotiations (for inspiration, how to create viral deal posts).
• Clause library: Maintain a folder with pre-approved sample clauses (ownership, AI, audit) you can paste into drafts.
• Milestone tracker: Require the agency to include a deal pipeline with milestones (submissions, offers, deals closed) and attach those targets to renewals. If you run live or micro events to build leverage, see the micro-event playbook for hosts.

Negotiation tactics creators should use

1. Anchor your asks: Start with the clauses you must keep; agencies expect to negotiate and will remove extreme language if you’re firm on core protections.
2. Use performance-based terms: Exchange longer terms for specific deliverables or sales targets.
3. Ask for carve-outs: If an agency insists on broad rights, carve out categories like AI and Web3 by default; you can license them later for a premium.
4. Keep options limited: No perpetual first-look or blanket options on future works.
5. Bring data: Present comparable commission rates, recent deals, and pipeline expectations—this frames concessions realistically. Also consider how creators use compact studio setups and live-funnel strategies to retain revenue and control (compact vlogging & live-funnel setup).

What to accept and what to refuse

You will often have to give something to get something. Consider accepting: reasonable commission rates on deals the agent actually secures, and a short exclusive window for the agent to pitch. Refuse: blanket assignments of copyright, indefinite exclusivity, uncapped indemnities, or any language allowing AI training without explicit compensation.

When to walk away

If an agency insists on:

• Assigning ownership of your IP
• Perpetual exclusivity or options on all future works
• Uncapped liability or unprecedented deductions from your proceeds

—it’s a red flag. Walk away unless significant compensation, very clear limits, and escrowed protections are in place.

Final checklist before signing

1. Ownership of IP is retained and clearly spelled out.
2. Exclusivity and term-length are limited and tied to performance.
3. Commission-rate is explicit by deal type and based on Gross Receipts with no hidden deductions.
4. Options/first-look clauses are short, narrow, and non-perpetual.
5. AI and data rights are excluded or require separate paid licenses.
6. Audit, accounting, and payment timing are specified.
7. Reversion triggers exist for non-use or material breach.
8. You have an experienced entertainment/IP attorney review the final draft.

Looking ahead — 2026 and beyond

In 2026, expect agencies to continue expanding IP practice groups and to propose more transmedia packaging deals. Simultaneously, expect tighter scrutiny from creators regarding AI-training uses and derivative monetization. That means the next wave of negotiation will center on data and model rights, clear attribution, and dynamic royalty models (e.g., post-launch revenue shares for streaming and in-game economy monetization). Staying ahead requires clear contract language and a willingness to insist on carve-outs for emerging commercial channels. For publishing teams and small presses, check out resources on future-proofing publishing workflows.

Actionable takeaways

• Stop: Don’t sign until you confirm ownership, exclusivity limits, and commission clarity.
• Redline: Use the sample clauses above to start edits—focus on IP, exclusivity, commissions, AI, and reversion.
• Verify: Require audit rights and itemized statements; model your post-commission income before agreeing to rates.
• Consult: Bring the draft to a lawyer experienced in entertainment and transmedia deals before you finalize.

Where to get help

If you're negotiating with a major agency or label—especially after a high-profile match like The Orangery and WME—get domain-specific counsel. Use a combination of DIY redlines (from this guide), a contract lawyer for final review, and a deal analyst for financial modeling. If budget is a concern, prioritize counsel for the ownership/AI and exclusivity/term sections—those are the clauses most likely to cost you control and money later. For creators building distribution and monetization strategies, sample playbooks like the format flipbook can help you anticipate adaptation asks.

Call to action

Protect your IP before you sign. Download our free Agency Agreement Redline Checklist and copy-ready clause library to use in negotiations. If you want a fast, practical review, submit your contract for an initial contract audit by an entertainment/IP lawyer (flat-fee options available). Protect your work now—don’t let a headline win cost you everything later.

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