Unlocking Podcast Legalities: Klaris Law’s Alexia Bedat

Although the transcription is largely accurate, in some cases it may be incomplete or inaccurate due to inaudible passages or transcription software errors.

Jeff Umbro: This week on Podcast Perspectives, what is the most valuable asset in podcasting?

Alexia Bedat: I think the knee jerk reaction is to say ownership, but that might not be true if your goal is getting some other support for a show you might not need to own.

Jeff Umbro: Our guest today is Alexia Bedat, who leads the podcast and audio team at Klaris Law.

She supports content creators from early deal making stages all the way through development and distribution and as a clearance counsel. Alexia will inform us on what a lawyer for a podcast does, the misconceptions that people have about the ownership of their IP, RSS, and all of the associated properties.

Alexia, welcome to the show.

Alexia Bedat: Thank you, Jeff. Great to be here. Thanks for having me.

Jeff Umbro: Can you walk us through like kind of your journey of how you got to Klaris Law and in like the work that you're doing today?

Alexia Bedat: Hollywood unpleasant attorneys were a big part of how I got here. And I'll explain that, what I mean by that.

So I started working as a baby junior lawyer, mostly in documentaries and films. And I found myself very often, if not consistently, negotiating across or working with lawyers who were more senior, more experienced than I was, and who made very sure that I wasn't aware of that or made me feel very aware of that.

And I, then I started working on podcast deals and it wasn't the same vibe at all. No one was pretending to have the higher ground. No one was pretending to have all the answers. And I started to feel, one, I thought it was really interesting, the kinds of deals, the medium. But also, wow, this is sort of up for grabs for lack of a better word, right?

This is an area that anyone who wants to go spend the time, get their hands dirty, learn the business, meet the people, become part of the community. There's a chance here to really make something your own. And I grew as an attorney and continued to in parallel with the podcast space. And so I have a really soft spot for it because it's been a huge part of my professional growth and continues to be. And so that's really how I got into it.

Jeff Umbro: Do you remember your first podcast deal?

Alexia Bedat: I do. And I can tell you, they look really different than they do today. And I sometimes have to pull up some old deals that I worked on. And it's, it's remarkable actually. And it's when you look at old deals, cause you only open contracts usually when things go wrong.

That's when you really learn the importance, as uncomfortable as it is, at a beginning of a relationship, to think about what's going to happen when you don't want to work together, when things go wrong. So yes, I do remember those deals.

Jeff Umbro: I've identified a few different areas that a lawyer makes a huge impact building your operating agreement, hiring employees, creating just like the general scope of like how the business will function, very particular podcast specific contracts, whether it's a production deal or a like an ad sales agreement or something or licensing agreement.

And then there's like what I would consider the, the unique one off contracts where maybe you're negotiating a broader deal or like creative endeavor. And the one thing that has stuck out to me is that you learn by doing so like nearly every time you write one, you're going to make some kind of mistake that you address the next time.

Does that resonate with you?

Alexia Bedat: A hundred percent. And I think it will resonate with every lawyer you speak to or anyone who's working on deals. You learn so much, both in terms of what you've worked on, the responses other people have had. And one thing I think you learn a lot from is the questions other people ask about the contracts you've drafted.

If you're, you know, I work a lot with independent production companies. And so often the talent on the other side will have a lawyer, but sometimes they maybe don't and the questions they ask, that's when you really realize, wow, if, if this isn't clear or if they're having questions or sometimes they ask things that maybe haven't been totally thought through yet. And so I really think that's where lawyers learn a lot is when the people who are actually affected by the agreement are trying to figure out what this means for their relationships. You learn a lot about from the questions that people ask.

Jeff Umbro: How can a creator or network protect their IP?

Alexia Bedat: By making sure you are involved in the different formats and iteration it takes. And that doesn't necessarily mean you own it, but that's it. Figuring out how you stay in some way stuck to it, attached to it.

Jeff Umbro: What should people consider about fair use? What's the most common thing that people get wrong about it?

Alexia Bedat: The fair use myth. There are no, right. There are four factors you look at if something's a fair use, but they're not the things that people think, like whether it's for educational purposes, that if it's less than a certain number of seconds, it's fine, that if it's used in, I don't know, the intro, it's okay.

So the, the fair use myths are what I think are the biggest misconceptions. The real questions about fair use, are you using no more than necessary of the original content and you're using it in a way that the audience is taking something new from it, you're transforming it so that the use is considered fair.

And so that sound, if that sounds wishy washy it's cause it is. Judges disagree about it all the time. It's gone up to the Supreme Court recently. But I think the real, put it this way, if I like to tell people, think about it as if you own this content, right? If you own the content, the archival that you heard in someone else's show, are you, you know, is it being used in a way that you would feel, mad, that is, I should get, they should have come and gotten permission?

Or if you heard that, would you say, Okay, fair. And I think that that's not a legal answer, but that's just, if you feel like what you're doing is a little bit on the edge, it probably is. And if it is on the edge, that's where it's helpful to speak to someone.

Jeff Umbro: What are the elements that you want to make sure that you're considering when it comes to negotiating a deal with a partner?

Alexia Bedat: It's really going to depend if you're the independent production company that's negotiating the deal with the distributor, the financier, the commissioning party, and you're in, in wearing, those are the shoes you're in. Or if you're the production company and you're negotiating with the talent, the host, the person who's come up with the show.

But I think in general, it's how, you know, how do you work together practically, right? Who's responsible for doing what, bringing what to the table? How are you thinking about your relationship, both when things are going great and everyone wants to keep working together, but also when things don't go so well, and you maybe don't want to keep working together, what happens then?

One really important point is payment, which may sound a little bit crass, but people, even though they love this or, you know, everybody needs, has, everybody needs to get paid. And that has been a huge point, especially in the last few years where commissioning parties, funders, the budgets change, projects that they were excited about, halfway through they're not, or you've signed the deal, but between signing it and the first milestone they decide to back out. So really being very clear and protective that you're being fairly compensated for the work you've done to date, even if the other side gets to decide whether the project runs or not.

And also really what happens to, this is related to the second point I said, but, and it's somewhat related to ownership. It's related to decision making. Who gets to do what with the content after the first season, the second season and then, revenue sharing and how everybody participates in this thing together, right? Who gets to decide how the, the content is exploited, where and how revenue's being shared or not shared.

And if it is being shared, what are the terms? And you can be creative about those even, right? Like I, I understand both, both interests there, the, the party, the podcaster that wants to get paid and the party who's sold the ads but doesn't have the money yet. I understand not wanting to pay until you have the money, but then you can be creative and say, you know, I also want, as a creator, the podcaster, I want incentive that the party is going to go and go and get the money from the advertiser and pursue the advertiser.

Maybe we've included some language around, you know, you don't pay me until you get paid, but you have to, you know, show diligent effort to pursue for a certain amount of time. I think there's different ways to address these situations fairly. You just really have to take a beat, listen, why one side feels like they can't pay right away, why the other side, and let's find a way that makes everyone feel like, okay, we're all going towards the same goal here.

Jeff Umbro: There's a million different ways in which you can consider how those deals are structured, like, you know, who owns the RSS feed, who owns the actual content that you're creating, who owns the derivative rights to this stuff, and you can get, you know, really creative with all of that. What we've covered so far is really like the negotiation terms that people are paying attention to prior to this year, 2025, when the year of video, the year of social, the year of AI. What are the things that people should be considering in the future?

Alexia Bedat: 2025 for me is the 360 year of podcasting, where you're not just thinking about, and I'm not saying you were before, but you're thinking less about one distribution endpoint. And you're thinking more about multi channel campaigns with, whether that's with the advertisers you're working with, or whether that's your own distribution strategies, you're thinking maybe less about just having one form of one format, and you're thinking more about a really strong content creator and how are all the different ways you're going to build content around that content creator, and all the different ways in which the audience are going to be able to connect with our content creator.

And with all that said, if it is the 360 year of podcasting, I've been thinking a lot about this because then the deals need to be 360 deals, then these, these forms or these, you know, templates or the way that we've been doing things that were largely designed originally in a world where it was predominantly RSS based distribution with initially baked in ads and then dynamic advertising and the importance of host route ads, which I don't think are becoming unimportant. I just think we need to drill more into specifics in the deals now.

If we're taking agreements that have evolved and grown with a certain view of podcasting and what is a podcast and what is a content creator and how do you reach that creator and how do you monetize the content is changing. Then surely our contracts need to evolve and change to reflect that. And I know some have, and I'm sure lawyers and agents and different companies are already evolving their forms.

So I'm not saying this is a novel thought that no one's having. I just think it's definitely a conversation and I would be surprised if the deals at the end of this year don't look at least a little bit different and improved than they do right now.

Jeff Umbro: So are you actually like putting in bullet points in the contract, talking about who owns the social media ad revenue, who owns the YouTube feed?

Is that the kind of stuff that people should be thinking about?

Alexia Bedat: People are thinking about who gets to sell audio, who gets to sell, you know, audio visual, who gets to sell into the talent social, because often talent rightfully, you know, so they might have other deals going, they don't want to grant exclusive rights to their social, they care more about approvals on social because it's really their, their voice, their brand.

So there's I think a lot more granularity on how the monetization is happening and who gets to control it exclusively, non exclusively, and that's already in a lot of deals. But what I think we're going to see more of is if you have non exclusive, let's say audio visual sales rights, that two parties can sell video ads or audio visual assets, that might be said in the contract, but what does that mean actually in practice when the two parties are going out there into the market, both selling ads, both pitching ads, who's actually signing the deals, who gets to decide, who's going out to which advertisers? Who's making those deals? Like practically what do non exclusive rights look like?

And you might just say non exclusive rights at the deal term stage, but when you actually get into the long form, I guarantee that when you have non exclusive rights, at some point in time, someone's going to go back and ask the lawyer, Well, which of us gets to go pitch, which of us actually gets to make a decision, which of us gets priority, who's selling for when, and the contract's not going to align for all of that, but there's a, I think we're going to have to start getting into details more of, okay, and in this ecosystem where maybe everybody's doing a little bit more of everything, what does that actually look like? And can we help at the contract stage, make that a little bit easier for everyone? I think that's one, one point.

Jeff Umbro: It's really important, not only for just like, you know, who gets the revenue and the credit for like securing those deals, but it's really important just to like, make sure that you don't annoy the advertisers.

It's something we're seeing a lot of and, and I think we're going to see a lot more of. So I think you're very smart to be thinking about this today.

Alexia Bedat: It's always been important to understand the ecosystem and the industry in which your clients operate, but really having a sense now and understanding how does video differ from audio and how is that reflected in the contract?

For example, if you've contracted as you often do for, I don't know, anywhere between four to eight post readouts per episode that the host agrees to do. And that's all you say. And the show may be video, it may be audio. And you end up doing it in video. And you do all the ads in video. But turns out that the ads, when you're just grabbing the audio from the video, don't work so well so you want to go and re record the ads specifically for audio. But contractually the talent, right, you know, rightfully may say, listen, I, I did my six to eight or however many I said I was going to do.

Then what, right? Are, are, are we thinking about is that throwaway line, not a throwaway line, but is that line that's always in the agreements of hosts will read up to X ads, full stop, subject to rejecting X percent, usually traditionally it's, it's more or less ended there. Now that you've got potentially audio and video ads, are we going to have to go into more details in the contracts to think about how that's going to work?

Jeff Umbro: You don't really notice these things until they occur and then you have to protect against it. What would your advice be for, for like agencies, small agencies when it comes to like what they should consider in their best interests for these negotiations. And then as a follow up to that, what would your advice be for like an individual podcaster who might just be getting started and like, where should they be paying attention?

Alexia Bedat: For the independent producers, production companies, I think a big question is what's your goal for the deal. I don't think it's a one size fit all answer. You might be totally fine going and doing a season on a work for hire basis. You might even not care so much about being attached to the next season. This is really a move for you to go out there because you want the world to know that you're making a show and you want your name to be out there.

Then if, if that's the answer, then the most important things are very different than ownership, right? The most important things are the credit. And another one, which is, you know, maybe seems smaller, but I think has a really big impact is the press release. So often, unfortunately, these press, these shows get announced and the production company that's actually made the show doesn't even get a mention in the press release.

And that press release is so important for the company who made the show. So that like, you might want to go to the mat on approval over the wording of the press release being mentioned in the press release. And that might have a really big impact for you.

Jeff Umbro: I feel like the first like consideration that goes out the window when we are working on a new project is our legal budget.

There, there is some people that really like prioritize that and should, but at the end of the day, everything is a balancing act and is a determination of. What is the risk that you're taking and, and how much exposure can you realistically consider? I don't know. I'm sure you hate that I just said that.

Alexia Bedat: No, I, I agree with you. I think lawyers have our part to play in a few ways to help with that. Right? I think one is, I was recently working with a client, for example, where I knew from experience with the party that was funding the show, that they could go and try for a much higher budget. And so in that case, they went and asked and they got a much bigger budget than what I think they would have gotten, but for that conversation.

So I think lawyers can help also. Like if you, if you know, from deals you've done before, obviously that you can help on things like that, that aren't necessarily legal questions, but you can leverage your experience to help get them, you know, help improve the business terms, that's great. But I think. Also, one place where lawyers can help is, to your point, I don't think you're compromising on your legal budget because you want to, I think you're also probably compromising on your legal budget because the entity or whoever you're working with, who might be financing or co financing, they at the top are also slashing what they're okay at legal as a line item in the budget. So I've had, and I think it's important for lawyers to continue to have conversations with the commissioning entities, with whoever you're working, to remind them of listen on the one hand, you want people to deliver a fully cleared, buttoned up all the paperwork release, the signed show, and on the other, you're slashing the legal budget. So something's got to give and so I think the lawyers can help be part of that conversation of being realistic. How much is it going to cost to to do this?

But no listen, I don't think. There are lots of shows that I work on with clients because I also work as production counsel reviewing the scripts where I tell them, listen, here are a few things to look out for. Unless you hear one of those things or are worried, you don't have to necessarily send me this episode because you have to be realistic.

You don't have, no one has the budget, not even the mega companies. No one has the budget to send every single episode they make through legal review. So I'm not at all against people deciding when or not to bring this in, but I'm all for maybe touching base with your lawyer before a project to be like, listen, this is what I'm doing. I've got a limited budget. Let's think really smartly about when you come in, how you come in, why you come in.

Jeff Umbro: What should people consider in terms of like dollar amounts for their legal budget every year? And I know it depends on a thousand variables, but like, is there like a rule of thumb there?

Alexia Bedat: It depends also on your legal budget.

If you're talking about from A to Z, all the paperwork, everything that it costs to make a show, the deals with the host, the deals with the independent contractors, the location, releases, everything, plus the clearance of the show and making sure that the script undergoes legal review, like if you're looking at all of that together, you know, I've seen shows where it goes anywhere from, the maximum budget they have is in the five, 6, 000 range, but I've seen it go all the way up to 25, 30, 35.

Some shows, some podcasts have the legal budgets almost of a video, you know, a documentary, an audio visual documentary, because the issues are equally complicated. So I think it, it really, really depends. Anywhere, it can go anywhere from like one to 8 percent of the budget can be, goes to legal, but it's really, it's really difficult to say.

Jeff Umbro: But 1 to 8 percent is, it's kind of exactly what I was hoping you'd say. So that's great.

Alexia Bedat: Really? Yeah.

Jeff Umbro: Yeah. I mean, not in terms of percentage. I just didn't think you'd give us an answer.

Alexia Bedat: It's not a secret what we're doing and it's, you need to, exactly to our question we were saying before, like how to be helpful and your clients are, and I mean, people are way less likely, forget clients, to forego getting legal help if there's a way to have a transparent discussion at the beginning about how much it's going to cost or an estimate, or that you'll be kept up to date as you're running through that budget. So I, you know, I can't give you an exact answer, but I don't think I'm giving away the keys to the castle by, you know, sharing this stuff.

I think it's important.

Jeff Umbro: The thing that I really respect about you is that like you do a lot of these interviews where you, you know, are very transparent and, you know, whether it's intentional or not, like a lot of people have a lot of problems with figuring out their legal stuff because it's, I don't know, I think it scares people away to try and figure out what they should be considering.

So, so I love the fact that you are so open about everything. So thank you for that.

Alexia Bedat: Thank you.

Jeff Umbro: How important are guest releases?

Alexia Bedat: From a purely legal point of view, do you legally need a guest release? No, you do not need a guest release if the guest, you know, gave their informed consent. They knew what they're being interviewed for. They know what they're participating in.

So if all you need is just the interview in the show and that's it, that's one thing, but guest releases serve a lot of other purposes and that's, I can go and get into those, but if your question is just how important are they, I think it depends who you're asking and what you want to do with the content, but they're not mandatory unless someone you're working with is making them mandatory.

Jeff Umbro: When you do have a guest release form, I know that it, it serves other purposes. Do you have a few bullets of like what those purposes would be?

Alexia Bedat: Depends. Sometimes it's putting people on notice that they're responsible for what they say. So you want them to exercise some form of restraint before they speak, because they're going to be responsible for what they say on, on your show. Whether you actually use that release and go sue them if you get sued, that's a second question.

But it puts people on notice that they're liable for what they say. You get a release, so that's often the purpose of a release is to get a release so that if they're not happy with the show, or they changed their mind, they, they don't come and sue you. But again, one, it's not because they signed a release that they won't complain.

And in some cases, depending on the wording of the release or the, you know, there's different states that treat releases differently. Releases are not ironclad documents. I think that's what's important to remember. You have some that are, you know, have done really well and all the releases for the Borat movies were I think pretty successfully upheld, but releases are, I see them more as documents that limit the chances of your interviewees taking issue with the show as opposed to being, you know, guarantees that you're not going to have issues with the guest.

Jeff Umbro: Yeah. It's a lot easier if you are in front of a judging of a document signed by this guy saying.

Alexia Bedat: Yeah.

Jeff Umbro: Yes, I consent to saying these things.

Is there anything that you think people should be considering for like two, three, four, five years down the line that is going to change? Maybe we can't do anything actionable today, but we can start thinking about today.

Alexia Bedat: I think social and video and thinking about optimizing, having your contracts optimized for what you want to do there is something we can do today. So you, today, when you're entering your agreement or negotiating with the content creator or the host, you may not have that plan yet for video. You may not know exactly whether the advertisers are going to be really interested in video.

You may not know what kind of potential, like product placement. That's something we haven't really thought of so much in podcasting, like some people do, but not as much in any way, shape or form like movies, but things like that, so can you set up the contract so that you can unlock the full potential you have for monetization?

For example, are you and the talent aligned on the talent being open and receptive to promoting the ads on social in a, in a way that feels organic and integrated, right? Not just promoting random clips from the show, but promoting the specific parts of the show that the advertiser's going to be, you know, see real value in having that part promoted.

And so I think that's also, we can do is. Is setting up the agreement so that everyone's aligned and understands so that a request isn't coming out of left field because if someone just does something because they contractually have to their heart and soul is not going to be in it. But if at the contracting stage, you've discussed it, everyone's bought into it. The talent's bought into it. Everyone understands. Then good. The agreement says it, but you've, you've used that, that deal negotiating stage to think about all the different ways and the, the monetization potential you want to unlock.

And so I think that's something definitely we can start thinking is with video, with different means of distribution, with maybe more merchandise opportunities, with maybe more live event opportunities, how are you really incentivizing the talent, the creators, or how are the funders incentivizing, incentivizing production companies to all work together to maximize all those opportunities. And then there's like what that means in a contract. But I think thinking about those things now is going to put people in a, in a, you know, hopefully in a really good place in a year, in a year and a half when the shows start to come out.

Jeff Umbro: One of the biggest things I usually see when it comes to contract negotiations is a lack of imagination. Everyone's just taking a template that they found somewhere and like trying to duplicate it.

Alexia Bedat: And saying it's precedential. Or non-precendent.

Jeff Umbro: And so everybody should like, if they're not already doing this, everybody should sit down and just make a notepad of like what your goals are for the show and like actually say that out loud, because then it makes everything easier.

Alexia Bedat: You can do that. You know, we've inherited a little bit as an industry, film, TV forms. Of course we did, right? That the first podcast deals didn't come out of nowhere.

They've been over time, they've evolved, but I think we can keep doing that. Right? You can say what you mean and you can have super legally binding language that is said very simply and more succinctly. And so I think there's, and I'm totally guilty also of using contracts that I still think are too long, but we're actively thinking about how to make these deals shorter, quicker, for people to spend less money upfront on negotiating and entering deals. I mean, that's obviously the goal. I'm not saying we hit the mark every time.

But I think as an industry, that's also something we can do. We can make these deals shorter. Like there is still room for improvement.

Jeff Umbro: What is the language that you should use to get informed consent that would just be like, you know, applicable to anything?

Alexia Bedat: I don't think there's magic words, but having somebody say their name, you know, the date that they're being interviewed and, and having all that recorded, right? Obviously you have that before you start a, where you confirm your name, your, the date that you, you know, understand you're being interviewed for this, this project, but that's really, you know, that's informed consent.

Jeff Umbro: What is one thing that you think that people should always ask themselves when they're starting a podcast from a legal perspective?

Alexia Bedat: There's the sort of obvious answer, which is, do I have paperwork with all the people I'm working with that I need to make clear who, who owns this, right? Like, do I have agreements with the people I need to have agreements with?

But I think the maybe more interesting, cause that, I, I would hope that if you reach a certain point, that's sort of automatic, right? You do a show and it's like, okay, I'm going to need paperwork with certain people.

But I think the maybe more interesting question is, at what point are things maybe going to get a little bit legally dicey? And am I anticipating that, right? Am I, am I doing a show that's based on preexisting IP, but I don't have the rights to it. Am I working on something where I'm really going to need a specific deal in place in order to pitch this to be turned into a doc, cause I think this has got great legs as a doc? Sort of those, those little bit more nuanced questions of where's the rubber going to meet the road and thinking about that ahead, and am I protecting myself legally on that point? I think that's like, take a step back, look at your project. And what are those points going to be?

And think about those as early on as you can, which I know sounds a little bit lofty, but that's what I mean. Like, I think the important thing is to take a step back at the beginning of a project and how legal is going to fit into it and figure that out before you start to run.

Jeff Umbro: It's always a hard thing to think about.

Like, you know, when you're working with a limited budget and starting something new, it's like, I don't want to put $5, 000 towards, you know, a lawyer for X, Y, and Z, but like, most of the time, it is the most important thing you can do.

Alexia Bedat: Yeah, I put a little bit up front to figure out where to put the rest.

And, you know, that's maybe a better use of that budget.

Jeff Umbro: Well, thank you so much, Alexia. This was really, really great.

Alexia Bedat: Thank you, Jeff. Thank you so much for having me.

Jeff Umbro: You can find Alexia Bedat at Klaris Law or on social media at Alexia Bedat, B E D A T.

For more podcast related news, info, and takes, you can follow me on LinkedIn at Jeff Umbro. Podcast Perspectives is a production of The Podglomerate.

If you're looking for help producing, marketing, or monetizing your podcast, you can find us at Podglomerate.com. Shoot us an email at listen@thepodglomerate.com, or follow us on all socials at @podglomeratepods. 

This episode was produced by Chris Boniello, and myself, Jeff Umbro. This episode was edited and mixed by Jose Roman. And thank you to our marketing team, Joni Deutsch, Madison Richards, Morgan Swift, Annabella Pena, and Perri Gross. And a special thank you to Dan Christo. 

Thank you for listening and I'll catch you all in a few weeks.