Marvel Contract?

[DCTooTall]

Feature Length attractions are not parks, but they are like rides. They would have a Broadway level priced ticket. They would last about 2 hours. This isn't a rumor, it's just an idea from the 90s. It was suppose to be the future of themed entertainment. I have heard that Disney may be planning a Marvel show for DD with Cirque. Also, according to Screamscape (I know) the renewal date for the contract is sometime in 2018. They suppose that if it is renewed, that Disney's terms will be a real pain for Universal. Marvel is now worth at least twice what Islands of Adventure is. If they're still going strong in 2018, it would be fun to see what Disney wants for a renewal - maybe owning half the park?

FYI... there is no "renewal" for the contract. It's a contract into perpetuity. It says so itself on the contract. (which was linked on one of these thread around here).


Also, I'm not sure if they can do anything with Marvel at WDW.... even at DTD. I remember the contract talking about an interactive Marvel experience which Marvel was looking to potentially create and market as a regional entertainment experience chain across the country. (a Marvel DisneyQuest?). As this was an idea that Marvel was developing at the same time this contract was written, it was specifically mentioned within the contract since it was a concept that would contain interactive entertainment experiences.

Basically, the contract stated that while Universal had exclusive theme park rights east of the Mississippi, Marvel reservered the right to open these Marvel Experience locations in cities in the eastern US. HOWEVER, they would not open one within something like 90miles of the Universal Florida resort, and anything within 300miles (?) would not contain any rides or attractions.

Based off that section of the contract, I think Universal would have a pretty good case if Disney even thought about opening anything beyond a retail shop at DTD.

 

[fannatic]

I don't want to get into this argument again, because it's getting boring. But, Character license contracts have to have renewal dates because of the changing value of the property. Universal does not have a perpetual contract with Marvel. They would have to buy Marvel from Disney. As far as anyone who has actually seen the contract (no not the SEC proposal - that's not the final contract) say that it is very specific about what characters Universal can use and how they can use them. It's not like a movie contract where they get to use every character associated with another character. As far as Disney using it at Downtown Disney, I believe that's fair game, like with the monorail. It isn't a park. If they did decide to do this, it would be much better than anything they would have in the parks. It would have a much bigger budget than a park ride. Plus, if they were being devious, it would make Universal's Marvel attractions irrelevant.

 

[DCTooTall]

I don't want to get into this argument again, because it's getting boring. But, Character license contracts have to have renewal dates because of the changing value of the property. Universal does not have a perpetual contract with Marvel. They would have to buy Marvel from Disney. As far as anyone who has actually seen the contract (no not the SEC proposal - that's not the final contract) say that it is very specific about what characters Universal can use and how they can use them. It's not like a movie contract where they get to use every character associated with another character. As far as Disney using it at Downtown Disney, I believe that's fair game, like with the monorail. It isn't a park. If they did decide to do this, it would be much better than anything they would have in the parks. It would have a much bigger budget than a park ride. Plus, if they were being devious, it would make Universal's Marvel attractions irrelevant.

Character license contracts do not NEED to have renewal dates. They may often be placed in contracts in order to give the owner of the IP a way to continually update their license contracts to get the most value of their IP, but it's not a requirement.

In a situation like a theme park build, Renewal dates can actually be a major hindrance in getting the contract signed... especcially for an unknown property like the Marvel Universe circa the mid-90s. When you are talking about building a theming a major theme park land costing hundreds of millions of dollars, Do you really want to have the potential that your rights could be lost in 10/20yrs hanging over your head? This isn't a simple as a Six flags type deal with DC, where most of your attractions are pretty much off-the-shelf type attractions with a name and paint job to tie them into the IP.


It's also highly unlikely that there would've been any major changes to the contract final version and what was submitted to the SEC. Why? Because submitting something to the SEC is a pretty big deal, and if you submit something to them which is dramatically different than what you actually sign, it could come back to haunt you very easily.


...And the Contract specifically calls out the usage of character "Families". There is no Doc Oc without Spiderman. There is no Dr. Doom without the Fantastic 4. There is no Magnetto without the Xmen. So from just a common sense standpoint, it would not make sense for anyone to agree that they can use only Doc Oc, But can't use anything from the universe than he came from. It also would bring up a lot of questions later about diluting the value of the contract if someone on one side of town paid mega bucks for an exclusive XMEN contract, and then someone on the other side later opened up a Magnetto attraction. To the general public, they are one and the same.



And if you want some history on how Contracts that can last a long time can come back to haunt the people who originally signed them, Just look at the history of Winnie The Pooh.

 

[pilferk]

Also, according to Screamscape (I know) the renewal date for the contract is sometime in 2018. They suppose that if it is renewed, that Disney's terms will be a real pain for Universal. Marvel is now worth at least twice what Islands of Adventure is. If they're still going strong in 2018, it would be fun to see what Disney wants for a renewal - maybe owning half the park?

The contract is in perpetuity, so long as Universal pays its fees and merchandising money to Marvel/Disney, spends a certain amount marketing, and features the Marvel characters in there advertising a certain amount. There isn't a "renewal". There are periodic increases in the license/merchandising fee paid to Marvel/Disney...and they're tied to inflation rate, not the value of the IP.

Screamscape...back in 2010...was incorrect.

 

[pilferk]

I don't want to get into this argument again, because it's getting boring. But, Character license contracts have to have renewal dates because of the changing value of the property. Universal does not have a perpetual contract with Marvel. They would have to buy Marvel from Disney. As far as anyone who has actually seen the contract (no not the SEC proposal - that's not the final contract) say that it is very specific about what characters Universal can use and how they can use them. It's not like a movie contract where they get to use every character associated with another character.

That is not correct. And everything reported from reputable business sources have confirmed that.

Licenses can be in perpetuity and they do NOT require revaluation. Fee schedules typically increase, based on some metric. In this contract, it's reportedly inflation.

The contract is specific about characters and character "families". Now,I'm not sure they can build NEW attractions based on those "families" without Marvel/Disney approval. But neither can Marvel/Disney build attractions based on those "families" east of the Mississippi.

In addition, unless you have something compelling to indicate the SEC filing isn't representative of the final contract (typically, it is...for a variety of reasons..some legal, some procedural)....I don't see why anyone should think it's not.

 

[pilferk]

From Universal City Development partners March 2011 10-k SEC filing:

Marvel

USC has a license agreement with Marvel Characters, Inc. (“Marvel”) pursuant to which UCDP holds a sublicense to use properties and elements owned by Marvel. Marvel receives an annual license fee and a guaranteed annual royalty fee for all merchandise themed with Marvel characters. Pursuant to the license agreement, the Marvel properties are entitled to certain levels of advertising and publicity in connection with the marketing of our theme parks. Our use of the Marvel elements for theming, promotions and other purposes are subject to Marvel’s reasonable approval. We have geographical exclusivity east of the Mississippi River with regard to the specific Marvel characters we utilize. The license for the Marvel properties does not prohibit its assignment and is for the duration of our use of attractions themed around Marvel characters.

On December 31, 2009, the Walt Disney Company acquired Marvel Entertainment. We believe our agreement with Marvel stands and that the transaction will not impact our ability to use characters and attractions currently in use. In addition, we do not expect the transaction to have any impact on our guest experience.

In addition, the applicable NBCU subsidiary executed an agreement with Disney Enterprises, Inc. that maintains the confidentiality of our confidential business information provided pursuant to our and our affiliates’ agreements with Marvel and prevents inappropriate disclosure of our confidential information that could be used by the Parks and Resorts business of The Walt Disney Company, or for any of the theme parks or resorts of The Walt Disney Company (or any of its subsidiaries’ or licensees’), for anticompetitive purposes. After two years, such agreement is terminable by either party on six months notice.

Read more: http://www.faqs.org/sec-filings/110314/UCDP-FINANCE-INC_10-K/#tx132306_20#ixzz1yEpI3ssz

 

[fannatic]

Thanks for the link, it was interesting. However, it didn't sway my opinion about the license contract and the renewal period. We can all just agree to disagree on that issue. One thing I found particularly interesting is this:
We have geographical exclusivity east of the Mississippi River with regard to the specific Marvel characters we utilize.

The specific Marvel characters we utilize opens up a can of worms. It's basically saying that they only have an exclusive for parks on certain Marvel characters. That tells me that Disney can still use those characters that are not being used in attractions by Universal...interesting.

 

[DanBoris]

I don't want to get into this argument again, because it's getting boring. But, Character license contracts have to have renewal dates because of the changing value of the property. Universal does not have a perpetual contract with Marvel. They would have to buy Marvel from Disney. As far as anyone who has actually seen the contract (no not the SEC proposal - that's not the final contract) say that it is very specific about what characters Universal can use and how they can use them. It's not like a movie contract where they get to use every character associated with another character. As far as Disney using it at Downtown Disney, I believe that's fair game, like with the monorail. It isn't a park. If they did decide to do this, it would be much better than anything they would have in the parks. It would have a much bigger budget than a park ride. Plus, if they were being devious, it would make Universal's Marvel attractions irrelevant.

I believe you have brought this up before, maybe on another message board. Where is your evidence that the contract filed with the SEC is not the final one? What are your sources?

Iger has mentioned the limitaitons that the contract imposses when talking to investors and never mentioned an expiration date. If it had one I am sure this is something he would be playing up for the investors.

 

[DanBoris]

Thanks for the link, it was interesting. However, it didn't sway my opinion about the license contract and the renewal period. We can all just agree to disagree on that issue. One thing I found particularly interesting is this:
We have geographical exclusivity east of the Mississippi River with regard to the specific Marvel characters we utilize.

The specific Marvel characters we utilize opens up a can of worms. It's basically saying that they only have an exclusive for parks on certain Marvel characters. That tells me that Disney can still use those characters that are not being used in attractions by Universal...interesting.

.. or characters of the same family. Since virtually evey character Marvel has ever created has at one time been part of either the X-Men or The Avengers, that doesn't leave many that they could use, and there probably aren't any that would be worth using in WDW.

 

[Cogswel_Cogs]

I kinda thought Disney would try with a villian. Start a villans comic book so he is not originated in anyones book as the villian. Have him appear in Big books and movies. THen have him turns out to be good at least in part.
This way character would stay edgy(The bad side), You could use him as a villian/in the movies, and a complex anti hero, like Alex from Clockwork Orange. Give him a split persoonallity so when you do Avengers/spidey or cap movie he is bad. Then comic book could show him dealing with the split persooanlty disorder.
For the most part I do not think it would be easy to start a new super hero as comics/ not movies have fallen off the radar, much easier to start villian(IMO).

 

[pilferk]

Thanks for the link, it was interesting. However, it didn't sway my opinion about the license contract and the renewal period. We can all just agree to disagree on that issue. One thing I found particularly interesting is this:
We have geographical exclusivity east of the Mississippi River with regard to the specific Marvel characters we utilize.

It spells it right out for you. You can choose to believe whatever you want.

But the truth is not only right there in black and white, but in every other version of "black and white" that seems to exist.

The contract is in perpetuity. Since that's what all the evidence actually shows..that's where the conversation is going to have to start. Unless you have actual evidence showing otherwise. I haven't seen any yet...so it's not about agreeing to disagree. It's about the fact there's no evidence to support a differing opinion (playing "what if" doesn't count as evidence). If you have some, by all means, share it.

There were speculative articles, from around 2009, that "thought out loud" and contemplated other scenarios. None of them presented any actual evidence (and were pretty clearly labeled opinion pieces). We now have some pretty solid evidence to the contrary, so I think most of us are going to use that as a jumping off point until there is something compelling to make us reconsider.

The specific Marvel characters we utilize opens up a can of worms. It's basically saying that they only have an exclusive for parks on certain Marvel characters. That tells me that Disney can still use those characters that are not being used in attractions by Universal...interesting.

The 10-k is using an economy of language (which they are allowed to do since the specific are laid out in the contracts/Exhibits which are detailed/referenced later in the filing). The SEC Exhibits/filings make it clearer:

East of The Mississippi - any other theme park is limited to using characters not currently being used by MCA at the time such other license is granted. [For purpose of this subsection and subsection iv, a character is “being used by MCA” if (x) it or another character of the same “family” (e.g., any member of THE FANTASTIC FOUR, THE AVENGERS or villains associated with a hero being used) is more than an incidental element of an attraction, is presented as a costumed character, or is more than an incidental element of the theming of a retail store or food facility; and, (y) in addition, if such character or another character from the same “family” is an element in any MCA marketing during the previous year. Any character who is only used as a costume character will not be considered to be “being used by MCA” unless it appears as more than an incidental element in MCA’s marketing.]

So, in essence, Disney COULD use Marvel characters at WDW. But they can NOT use any characters, or members of that characters "family", being used at Universal.

Which excludes the Avengers (past and present membership and rogues gallery), the Fantastic 4 (past and present membership and rogues gallery), the X-men (past and present membership and rogues gallery) or Spidey....pretty much most of the heavy hitters.

I'm not sure what, of appreciable value, is left to use. Sure, there are characters in the Marvel Universe who fall outside that defined subsection...but not many, and not the ones who are mass market, pop culture accessible.

 

[pilferk]

I kinda thought Disney would try with a villian. Start a villans comic book so he is not originated in anyones book as the villian. Have him appear in Big books and movies. THen have him turns out to be good at least in part.
This way character would stay edgy(The bad side), You could use him as a villian/in the movies, and a complex anti hero, like Alex from Clockwork Orange. Give him a split persoonallity so when you do Avengers/spidey or cap movie he is bad. Then comic book could show him dealing with the split persooanlty disorder.
For the most part I do not think it would be easy to start a new super hero as comics/ not movies have fallen off the radar, much easier to start villian(IMO).

The problem is this:

Villain for who?

As soon as he enters the "rouges gallery" for any member of the Avengers, X-men, Fantastic 4, or Spidey (or any of that characters "family")...they're no longer able to be used.

 

[Cogswel_Cogs]

The problem is this:

Villain for who?

As soon as he enters the "rouges gallery" for any member of the Avengers, X-men, Fantastic 4, or Spidey (or any of that characters "family")...they're no longer able to be used.

Oh, I thought new character were seperate, If he started in his own comic book and guest appeared as a villian in Avengers he/she be out for Disney?

 

[pilferk]

Oh, I thought new character were seperate, If he started in his own comic book and guest appeared as a villian in Avengers he/she be out for Disney?

Short of specific language to the contrary, Yup. The minute he/she enters the Avengers rogues gallery...he/she is out. Because he/she has entered "the family'. At least the way it's worded, now.

They could seek an amendment to clarify (they've amended the contract once before to fit in the inflation clause), but I doubt they would. Disney could also try to argue otherwise, in court...but that's what they'd have to do.

 

[pilferk]

I believe you have brought this up before, maybe on another message board. Where is your evidence that the contract filed with the SEC is not the final one? What are your sources?

Iger has mentioned the limitaitons that the contract imposses when talking to investors and never mentioned an expiration date. If it had one I am sure this is something he would be playing up for the investors.

The fact is, the biggest hurdle to the Uni/Marvel contract is the Kirby suit against Marvel over Hulk, et all.

But even if Kirby's estate won, it wouldn't cause an issue until 2018 (at least), and likely Uni could seek out a separate deal with the Kirby estate to continue to use the characters (which, really, is all the Kirby estate is looking for from Marvel).

http://www.icv2.com/articles/news/20684.html

http://blog.newsarama.com/2011/08/15/kirby-estate-files-appeal-in-marvel-lawsuit/

 

[DCTooTall]

Thanks for the link, it was interesting. However, it didn't sway my opinion about the license contract and the renewal period. We can all just agree to disagree on that issue. One thing I found particularly interesting is this:
We have geographical exclusivity east of the Mississippi River with regard to the specific Marvel characters we utilize.

The specific Marvel characters we utilize opens up a can of worms. It's basically saying that they only have an exclusive for parks on certain Marvel characters. That tells me that Disney can still use those characters that are not being used in attractions by Universal...interesting.

The 10-k is using an economy of language (which they are allowed to do since the specific are laid out in the contracts/Exhibits which are detailed/referenced later in the filing). The SEC Exhibits/filings make it clearer:

East of The Mississippi - any other theme park is limited to using characters not currently being used by MCA at the time such other license is granted. [For purpose of this subsection and subsection iv, a character is “being used by MCA” if (x) it or another character of the same “family” (e.g., any member of THE FANTASTIC FOUR, THE AVENGERS or villains associated with a hero being used) is more than an incidental element of an attraction, is presented as a costumed character, or is more than an incidental element of the theming of a retail store or food facility; and, (y) in addition, if such character or another character from the same “family” is an element in any MCA marketing during the previous year. Any character who is only used as a costume character will not be considered to be “being used by MCA” unless it appears as more than an incidental element in MCA’s marketing.]

So, in essence, Disney COULD use Marvel characters at WDW. But they can NOT use any characters, or members of that characters "family", being used at Universal.

Which excludes the Avengers (past and present membership and rogues gallery), the Fantastic 4 (past and present membership and rogues gallery), the X-men (past and present membership and rogues gallery) or Spidey....pretty much most of the heavy hitters.

I'm not sure what, of appreciable value, is left to use. Sure, there are characters in the Marvel Universe who fall outside that defined subsection...but not many, and not the ones who are mass market, pop culture accessible.

Well there is always Ghost Rider.

I guess Disney could create a cool new Marvel attraction in which the Ghost Rider steals the Declaration of Independance! Talk about ultimate synergy!

Oh, I thought new character were seperate, If he started in his own comic book and guest appeared as a villian in Avengers he/she be out for Disney?

Short of specific language to the contrary, Yup. The minute he/she enters the Avengers rogues gallery...he/she is out. Because he/she has entered "the family'. At least the way it's worded, now.

They could seek an amendment to clarify (they've amended the contract once before to fit in the inflation clause), but I doubt they would. Disney could also try to argue otherwise, in court...but that's what they'd have to do.

Now... The one way around this I could see would be if the new Villian became known and popular in his own right, and then guest stared in an Avengers comic. Since crossovers are pretty much establish by this point, where you can have characters who are seperate but exist within the same universe, make a guest appearance in another person's comic... It could be easy to come up with an arguement that said character is not part of the rogues gallery/family IF he had a large enough presense on his own before making the guest appearance.

That being said.... It's going to be quite difficult for them to just create a new villan without either introducing them as part of an existing Family, or creating a new Hero in the process. In Comics, (just like in almost any media), The Villians and Hero's are defined by their counterparts. You can't have The Penguin, Catwoman, or The Joker, Without Batman.

You can't have Doc Oc or Green Goblin without Spidey.

You Can't have Doctor Doom without the Fantastic 4.

 

[pilferk]

Well there is always Ghost Rider.

I guess Disney could create a cool new Marvel attraction in which the Ghost Rider steals the Declaration of Independance! Talk about ultimate synergy!

Great minds and all that.

I actually had Ghost Rider used as an example, when I first wrote out my post, and then deleted it.

MANY of the more "mystic" heroes in the Marvel-verse would be fair game, as would some of the more lesser knowns.

Now... The one way around this I could see would be if the new Villian became known and popular in his own right, and then guest stared in an Avengers comic. Since crossovers are pretty much establish by this point, where you can have characters who are seperate but exist within the same universe, make a guest appearance in another person's comic... It could be easy to come up with an arguement that said character is not part of the rogues gallery/family IF he had a large enough presense on his own before making the guest appearance.

That being said.... It's going to be quite difficult for them to just create a new villan without either introducing them as part of an existing Family, or creating a new Hero in the process. In Comics, (just like in almost any media), The Villians and Hero's are defined by their counterparts. You can't have The Penguin, Catwoman, or The Joker, Without Batman.

You can't have Doc Oc or Green Goblin without Spidey.

You Can't have Doctor Doom without the Fantastic 4.

Exactly my point...but you portrayed it much better, and more clearly, than I did.

You could probably use someone like "The Beyonder" (from the original Secret Wars, oh so long ago) because he was introduced as something outside (and "bigger than") any one "family" (though some odd retcons have tied him to the X-men, I think?). Truth be told, I'm not sure if his likeness is used by Uni (in the park or ads), but I don't think so.

But, as you point out, who would be his foils? Because you still couldn't use most of the Marvel heavy hitters, even as cameos.

And think of this: Is ONE character worth it? The character would have to be HUGE in terms of mass market appeal to justify creating an attraction around them. That kind of momentum and penetration would take years to establish. And "comic geeks" (and I'm not trying to be disparaging...I was one, not long past) tend to pick up, pretty quickly, on creators trying to churn out a character for commercial/mass media purposes...and they tend not to do too well.

 

[fannatic]

The Guardians of the Galaxy and Inhumans both have big Marvel movies coming out sometime. They're not in use at Universal. - I sure hope that SEC filing from the 90s with MCA/Universal and their attraction Marvel Universe is the final contract. I'd love to see how that holds up in court against Disney lawyers.

 

[Mouseaholic!!!]

I hate to rain on your fantasy, especially because WDW is due for something in the next few years.

Disney Grownups announced last week that once DCA and Fantasyland construction is complete the only big construction will be in Hong Kong and China.

In US and Paris parks...no new parks, no new rides and no monorail projects (cars are already 2 years past 20 year replacement.)

We can dream but dozers will only be digging for DVC.....the cash cow.

Sad.

 

[pilferk]

The Guardians of the Galaxy and Inhumans both have big Marvel movies coming out sometime. They're not in use at Universal. - I sure hope that SEC filing from the 90s with MCA/Universal and their attraction Marvel Universe is the final contract. I'd love to see how that holds up in court against Disney lawyers.

We'll see what kind of draw and staying power those characters have. They're certainly not worth considering, now.

It's likely not the final contract specific language. That's not what the SEC would require in the exhibit(s).

But it has to be the final contract content. Otherwise, they'd be committing shareholder fraud and corporate malfeasance. If there were other pertinent tenets in the contract (specifically any expiration date), it could negatively effect corporate valuation and, thus, share price. They would have to make that known to their shareholders (and the SEC).

To date, there hasn't been a whiff of Disney litigation. There's a reason for that, I'm sure. If there's one thing Disney has, it's an abundance of litigators. Pretty active ones, too (meaning they litigate a lot). I'd think, if there were anything concrete there..they would have bit on it. Looking at the content, I can't see anything in there that would be the basis for much of a challenge. There's nothing all that unusual in it.

What, specifically, are you thinking?