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E026 License to Create with Manojna Yeluri – Part 1

In Part 1 of this episode, Manojna Yeluri – Lawyer and Founder of Artistik License, walks us through the legalities of being artists and designers.

She tells us what got her working with the creative community as a lawyer. We learn about the methods she has used to demystify legalese and make useful legal information more accessible.

We power through those tough questions about how to handle difficult clients and projects and ways to make the process more structured. We also speak about IP, NDAs, plagiarism, power games and managing effective feedback loops.

Manojna offers some useful advice on best practices that we can follow as creatives to take care of some of these aspects ourselves.

She ponders how the future of the law can be as a dynamic as creativity is and how both parties can learn from each other and build each other up for the better.

Listen here:

 

References:

Manojna is the founder of Artistik License, a legal consultancy for artists and creative professionals

You can read about her project Coffee for Contracts here.

She mentions the Adobe Content Authenticity Initiative which you can read more about here.

 

Transcript


 

Sushi: Hi Manojna and welcome to Design Lota. 

Manojna: Hi Sushi! Thank you so much for having me on design Lota. I think what you’re doing with the podcast is just wonderful. It really does open up conversation to a community that needs to talk to each other more. So, hi!

Sushi: We’re so excited to have you on our podcast and we have so many questions for you. So the first question is what we ask pretty much everybody who comes on our podcast and we would all love to know, how did you end up doing what you’re doing? That is in this case, how did you end up becoming a lawyer in the field of creative arts?

Manojna: Okay! This is one of my favorite questions because, as freelancers, we sort of revisit the why as often as we can and as often as we have to. So I actually ended up becoming a lawyer a little inadvertently. I wasn’t one of those children who always grew up thinking, I was going to become a lawyer, I was going to fight for justice. That wasn’t my jam at all. But the law as a course seemed like a very interesting choice because I was actually very, very interested in psychology and sociology and that’s what opened up law to me. And that’s how I ended up going to law school. I went to this law school called NALSAR, which is in Hyderabad and at the end of five years, like a pretty normal graduate from any law school these days, I had decided to take up a job in corporate law. So I ended up moving to Bangalore. I joined one of the country’s largest corporate law firms and while that was a really prestigious opportunity for which I’m still grateful for, I quickly realized that the whole law firm culture and corporate mergers and acquisitions life wasn’t for me. And that was sort of the first disruptor in my life, because for the first time I decided that I could start looking and creating a different path for myself. 

Sushi: Wow. So do you practice a certain art form or is there something in particular that you’re very interested in, that you’ve been doing on the side?

Manojna: So I don’t necessarily identify as an artist myself, but I grew up with a very deep love for music. And I used to sing – I say used to because, I mean, I suppose I still could but I’d rather not try – but I think I was raised in an environment, where creative expression was always considered a very good thing. I think I always wanted to do something in art or music, but I wasn’t sure how that was going to come about. 

And at that point I heard about something called entertainment law and copyright law. And I realized that this seemed like the way to sort of meld both worlds of the law and creativity and the arts. I ended up applying for a masters in law, or an LLM, that specialized in entertainment media and intellectual property rights law. And it was offered by the UCLA School of Law.

So I had to move to Los Angeles. And honestly, I think everything sort of changed for me from there because it was like being put into a completely different atmosphere, where the kind of conversations that I was having, the kind of community that I was apart of now. It was just a very different approach to how you could look at creativity and creative livelihood. 

Its funny because lawyers sometimes say that I’m too hippy to be a lawyer. (laughs) And then, lots of that I come in touch with, feel that I’m the most lawyerly thing they’ve ever met! 

Sushi: (laughs) So what pushed you to become an entrepreneur, in a sense, and start your own consultancy? 

Manojna: So again, I don’t necessarily come from a background of entrepreneurship, so it was definitely a huge leap of faith, but at the same time, it was that kind of leap that I think I was sort of ready to take. So going back to 2011-2012, I finished up my LLM and I had decided to come back to India. And once I came back to India, I was very pumped to work with artists and the creative community and ready to optimize everything that had learned in my LLM, because it was all so fresh. But the only opportunities that I found at that point, were either entertainment law firms – which I wasn’t particularly keen on – or you had to work in-house with massive studios and production houses.

A lot of these specialized in the world of Bollywood and regional films. So it was basically the film industry and while that’s quite fascinating -it’s not to say that it isn’t – that’s not what I was looking for. And so I ended up working with a research and policy think tank that was based out of Bangalore and I was sort of looking for a place like the consultancy that I run now. I don’t know what happened. I just remember waking up one morning and thinking, okay, you know what? I’m just going to do this myself.

Sushi: And you started pretty systematically! Did you start with the blog, and then sort of build your following from up there? 

Manojna: I’m actually silently chuckling to myself right now. It’s so cool how you can look back on things and you see a pattern to how it happened. But honestly, I wasn’t that strategic. I think the thing that helped me a lot was, being very clear about the intention behind doing the work that I wanted to do and that I still do, of course. So I was very clear that I wanted to make this kind of information more accessible to the people who actually needed it. 

I remember something that happened during my Master’s. I was working on a project where I had to do a competitive analysis between how India and the U S were looking at the legalities of music sampling.

I really struggled to get information about India. I got some information because I knew people – a lot of my friends were and still are electronic music producers. So that was the only way I was able to come up with decent information. And I remember, thinking to myself, that in spite of five years of law school, and having all this exposure, if I couldn’t access information that was relevant to the legal systems, then what about people who are actually in these industries? How are they dealing with this? 

I think that just always stayed in my head. So the first step was the blog, because the first step was to create this accessible repository of information. And when I say accessible, it was accessibility of every kind that I could imagine.

I wanted it to be jargon-free, because I wanted creatives to understand what was going on and I wanted it to be free so that people didn’t have to stop themselves from accessing information that was important. So it started that way. It was received by the community very positively, and I guess in a little less than two months, I started getting approached by people to be their lawyer. And that was almost seven years ago. So, yeah. 

Sushi: What about your project Coffee for contracts? Did that come after you started the blog? Can you tell us a little about it?

Manojna: Coffee for Contracts is actually a much more recent development. It was something that I actually started in the summer of 2018. It came from my intention to understand why creators were hesitant to use or to access any kind of legal counsel.

Was it a question of money? Was it a question of being afraid because not everybody finds lawyers approachable?

Sushi: Yeah, I think after watching Suits and Harvey Specter yelling (laughs)

Manojna: I think we get a bad rap that way. (laughs) Don’t even get me started on Suits!

Sushi: We just don’t want that kind of drama in our lives!

Manojna: No!(laughs) But I totally get it. I think I understand because I went to law school as well, and I wasn’t particularly fond of that attitude of keeping things inaccessible. I didn’t like it. I think with me, that’s the thing. Creating access is always an underlying theme of everything that I do with Artistik License. And it was the same for Coffee for Contracts.

So I thought to myself, if it’s money, then how do we take that out of the equation? But at the same time, how do we keep the integrity of the conversation? So with Coffee for Contracts as a project, the idea was to open up the month of July and let people know that if there were creative professionals or artists or musicians, who were looking for some kind of legal counsel, then I would be happy to help them – all for a cup of coffee, whenever and wherever we would meet again. So the idea was really to open up connection and communication from both ends, because I think it’s just as important for people on my side of the table to understand what’s happening in the world and what’s happening in creative circles, in order to be able to actually do a good job.

Sushi: And I’m guessing you love coffee!

Manojna: I love coffee. I think selfish reasons aside, for all the coffee that I could get my hands on, it was definitely about getting to meet more people, and just sort of expand my network. 

I don’t know if you’re aware of this, but lawyers aren’t allowed to advertise in India, because law is considered to be a noble profession. Its the same rule with doctors as well, I believe. So honestly, if you’re trying to make some meaningful connections and just meet people, I feel like that was something as well. The area that I practice in is a niche. So this just felt like a great way to disarm everybody! And of course I was going to get coffee. 

Sushi: What are some of the ways in which you work with creatives? What are some challenges that you face as a lawyer while working with these people? 

Manojna: In terms of the services that I offer, I’m basically hired by my clients to be their legal counsel. This could mean anything from drafting contracts for them, reviewing any kind of paperwork or deals that they get, definitely helping them with different kinds of issues and consulting on questions and concerns that they might have. And lately also negotiating a lot of deals, which has definitely become my favorite thing to do. 

In terms of challenges, I think the interesting sort of challenge that I face when it comes to working with creative people, is explaining to them the value of what they do, and then sort of also contextualizing that in terms of the legal system. That’s a convoluted way of me saying that it’s very difficult for me to convince artists and creators that this is something that they should be paying attention to. It’s not something that all creators and all designers pose as a challenge, but it’s definitely still a problem. And I think that this is one of the reasons why a lot of people end up getting taken advantage of too. Because they just don’t feel that this is something that they should be concerned enough about.

Sushi: It’s not thay they are not concerned or it’s not like they don’t value their work. I think its just fear stemming from the fact that they are getting into a whole new territory. And there’s just one more thing to overthink.

Manojna: Absolutely. We also have to acknowledge the fact that we’re all specialists in whatever we do. And I do a lot of workshops as well – artists rights education and awareness is very, very important to me. But the number one thing that I tell people who I end up teaching as part of a class or as part of a workshop is that they would not leave an hour or two later, having become a legal expert. The point is to first identify when you might need to consult somebody and accept that it would be ok do that. You have to make informed decisions. I think that’s what I’m really all about when it comes to the kind of services that I provide.

Sushi: Right. And a lot of us don’t have the whole context of if this happens, then what do we do? And it’s not uncommon to hear of every other freelance designer or small consultancy being exploited by larger companies and clients. To us, it might feel like exploitation and maybe to them it’s not. We feel so dependent on these larger lawyered-up companies, which we believe can make or break our careers. What are some of the things that small businesses and freelancers who have just started out, can do to protect themselves from the worst?

Manojna: So first off, people are so flippant about saying things like, Oh, maybe I can sue them or Manojna can you help me sue them? But more importantly, do you understand how expensive it’s going to be, not just in terms of money, but also in terms of energy and time. It’s not easy to deal with the legal system and to be on the receiving end. I completely understand. I largely work with smaller businesses, so I fully get it. It’s very overwhelming when something like this happens, but I think that its all the more reason to be as smart as we can. And I guess to begin with, the ground rule is always that you need to get things in writing.

And it’s the number one thing that almost everyone likes to push aside. Everyone’s thinking, Okay, you know, of course we’re going to get it in writing, but later and that later never comes around. Honestly you shouldn’t be waiting for things to go wrong to start thinking, Oh I wish I had a contract or I wish I had written something done. And then you scurry through emails and messages and, and try to piece together a narrative. Its not the best situation to be in, and it can all be avoided easily, if you start off by putting things in writing. It doesn’t have to be a complicated, convoluted jargon-heavy document. It can just be a very simple set of conditions between you and the partner, the collaborator, or basically the company or the client that you’re choosing to work with.

I think the other thing is that you should have a good understanding of what your assets are. If you’re a creator, then you’re probably in the business of creating some kind of intellectual property or some kind of asset. So you need to understand its value and then you need to understand that you have to take certain measures to protect it. So I would definitely say getting an NDA, if you’re going to pitch something. I definitely think that that’s very, very important. To listeners who may not know what an NDA is, it’s basically a Nondisclosure Agreement or the Confidentiality Agreement. The idea is that everybody who comes to the discussion knows that they’re not supposed to be talking about this discussion and there are certain other parameters to it. So yeah, you don’t have to lawyer up immediately, but you do need to be very mindful of these things.

Sushi: I think that most designers these days are aware that its necessary to have a contract or a written agreement,  but having an NDA, is not common practice. But it makes a lot of sense, because when we go to work for a client, they always ask us to sign an NDA. But we go in with five ideas and they might choose to do one idea, giving somebody else the other four ideas to take forward. Or they might not call us back at all, and they might try to do all the five ideas in-house. So what about the time and energy we put in, creating that presentation? 

Manojna: Absolutely. It’s a very legitimate concern that more of us should be thinking about. Like you said, you’re walking into this scenario with four or five different ideas that are novel in many ways. And the interesting thing about copyright law is that it doesn’t protect ideas. It only protects the expression of an idea. So as long as it’s still in that abstract idea phase, no one can claim that anyone stole their work. This is actually the reason why I think that more individuals and smaller businesses need to go with an NDA themselves. It might seem a little entertaining or amusing to the other side, especially if the other side is a big corporate. But it’s okay. You would rather be that amusing person then, you know?

Sushi: Yeah. I actually think it’s would be bad-a** to have a little person coming in asking a big corporate to sign an NDA. 

Manojna: Totally! Its always powerful to do things like that. 

Sushi: Unlike art and music, design is not entirely subjective. Problems do need to be solved and the end-product needs to work. In India, though, good design is still largely defined by personal taste. A lot of clients who bring designers aboard don’t only know what they want. For them it’s all about how it looks- can the designer make it stand out visually, or it has to meet their personal taste and their expectations. How can one ensure that a client is on the same page about the deliverables?

Manojna: This is an extremely painful problem for a lot of people who work in the visual arts and design space, and a lot of my clients come back to me with exactly this issue. The worst-case-scenario of a problem like this, is that the designer goes unpaid because the client is unhappy with their deliverables. When you backtrack a little bit and start looking at what the pattern of correspondence has been like, I think the number one issue is a lack of clarity, a lack of transparency and a lack of just articulating everything clearly. 

If you are putting a contract together between yourself and the client, one way to sort of take care of things over there, is to make that an obligation for the client to ensure that they are coming back to you with feedback in a constructive manner.

So not just any kind of random feedback like, Oh, I didn’t like this, but why? Give us a reason so that we can make changes based on that. You can articulate this in legal terms, using words like the reasonable feedback or, detailed set of comments – things like that. Always put a time limit on how quickly the client needs to come back to you with feedback as well. 

If I understand correctly, a lot of the times, a design assignment is going to be split into different milestones. So different disbursements of deliverables would mean that at every stage of the deliverable being sent to the client, the client should be given a fixed period of time as opposed to coming back to you 20 days later and saying, Oh, but you remember, I actually didn’t like the first thing. Unfortunately you could put all of this down in a contract and it might still happen. It’s unfortunate when it does, and that points to a larger systemic issue, which is about how we even look at quantifying and understanding the value that comes from the creative discipline. 

Sushi: I think it also falls on us to ask for the right kind of feedback. We shouldn’t be asking things like do you like it, but it would be very useful for us to have a particular feedback form that is tailored to that context.

Manojna: Absolutely. Yeah, totally. 

Sushi: That way, we get constructive and useful feedback.

Manojna: And not just, Oh, all of this looks really nice. But like, can you do it in yellow? 

Sushi: I’ve actually got that! Can you try lemon yellow?!

Manojna: I’m not surprised. But you’re absolutely right, about that being a sort of obligation on the creative side. Sometimes it’s good to remember that a client, an ideal client, a perfect client, one who does all their homework and comes to you fully prepared and fully open to your creative decisions, but at the same time supportive – they might exist. I presume they exist. Somewhere over the rainbow, perhaps. (laughs) But the onus is also on the designer to be that person, who says, okay, does this work? Does this not work? And so constructive feedback is very, very important. 

Sushi: Sometimes when we have a contract or written document, defining the deliverables, we might exceed the scope of work while working on a project. What do we then do? Should we limit our excellence and stick to a mediocre brief or do we go above and beyond, hoping that the client will pay for the extra work? Obviously we can’t expect that, but what do you think?

Manojna: I’m definitely not somebody who likes to encourage compromising on quality or excellence, but I think again, the issue revolves around whether or not you’ve conveyed this to the client. At the end of the day, if you’re looking at it from a client’s point of view, a client is most likely coming to you because they want you to do something and they have a very limited understanding of what that’s going to look like. They might have a much more expansive understanding of how they are going to use your output. 

I think that it’s a good idea to have a conversation with the client, because it’s also about acknowledging the fact that if you are doing something for a client, it’s a commissioned piece of work, it’s an assignment. You don’t then, get to treat it as an extension of yourself and your skill and expertise, and you need to ask yourself if this revised version, aligns with the original brief that the client had in mind.

I think that it’s important to have these conversations because you’ll see them in a lot of contracts, especially if you look at contracts to do with installation art projects. For example, I’ve seen contracts for artists who work with festivals like Burning Man and over there as well, you have to communicate very clearly what it is that you want to do, and the other side has to come back saying, this is cool, this isn’t cool. You can go ahead with this. Um, maybe take a step back. So all in all, you need to be very clear about communication. And it is very tedious, but it’s the polite thing to do, it’s the professional thing to do. You don’t, nobody should be presuming anything before they get it in writing.

Sushi: Between creatives too, when you collaborate on a project, sometimes it  goes beyond the brief. It grows organically and suddenly it’s more than just a project. It actually becomes a business idea. Then there’s a dilemma about whether to register this as a partnership, or to not register it at all. I think as a creative bunch, we’re quite commitment-phobic and also very paranoid. So how do we keep doing what we love as artist friends, without getting into business-related disputes?

Manojna: You do have to have the difficult conversations. You have to think about the challenging pain points that might arise. There’s honestly no side-stepping it, and it’s the same in almost any relationship. You can put it aside, you can ignore it, you can focus on everything that’s going right, but then if you don’t pay attention to the things that could potentially go wrong, that might be bothering you, then when you hit your first speed bump, which you will, because that’s true for any relationship, you’re sort of left blindsided and you don’t know how to deal with it. So as much as collaboration comes from a place of trust and community and comradery, I don’t think there’s anything wrong in looking at it also as professionally as one can.

And it doesn’t necessarily mean that we come up with a good idea today and then tomorrow we go racing to find out which company model we’re going to get registered under. It doesn’t have to be that frantic, so we’ve got some time there. But I definitely think that it’s a good idea to put your thoughts down, and create a basic MOU, which is a Memorandum of Understanding or a simple document where you say, these terms are okay for us as a partnership. These kinds of things are not okay. Okay, so we’re going to be 50, 50 on the cost. This is included, this is not included. I know that these can be difficult conversations, especially if you’re working with somebody who’s a friend. Coming from a space of trust and comradery, the last thing you might want to do is suggest signing an NDA.

Which is honestly why I recommend having an intermediary person of some kind. That could be a manager, a lawyer, somebody who can step in and mediate that conversation. I think that’s kind of the preventive stuff. 

But if things are going to go a little haywire, instead of, again, rushing to court, it might be a lot more peaceful if everybody decides on a dispute resolution mechanism. That’s a mouthful. But a Dispute Resolution Mechanism, like mediation, for example, where you choose to figure things out outside of court essentially. All of this can be put into your contract and your contract doesn’t have to sound fancy. You don’t have to put the henceforth, herewith and all those fancy pronouns. You can just put down a sentence that says that the parties agree to mediation as a form of dispute resolution. 

Sushi: In our widely connected world, with tools like Pinterest and Dribbble being used for inspiration, it’s easy for designers to hesitate to share their ideas and their work for the fear that it might be stolen, which is a very real problem. What are some ways for designers to protect their work against plagiarism so that they don’t have to worry about this?

Manojna: Designers should get into the habit of tracking and recording their creative process, which is honestly very easy now in this day and age, because, everyone is putting videos up on Instagram and there are a million different ways, that allow you to record different stages of the creative process. The reason why this is important is because you can then, when push comes to shove and you really need to dispute a claim, or you sort of have to tell people, look, this other person has stolen from me or copied my work, you can use this record of documentation to prove the fact that this is how you arrived at this particular piece of work, and that’s why you own it and you own the rights of it. Of course, there are the standard things like watermarks, which I know are problematic, which I also realized only after I started talking to designers and artists. I remember thinking you could always just put a watermark on something. 

Sushi: That’s like self-sabotage!

Manojna: Exactly, and it’s insane how it’s so obvious and yet it completely misses a lot of people like me, a lot of people on this side of the discussion. There have been initiatives – I think there was something early last year that Adobe released called the Content Authenticity Initiative. They want to hack attribution and how attribution works in the design space. So they want to tie up with different companies and put down guidelines for how creators can be attributed correctly for their contributions. And they also want to make it a part of their software, the technicalities of which I do not know, but that is something that they’re working on. But that still seems like it’s in the future, unfortunately. And I say unfortunately, because it’s not my favorite thing to do, but I think sometimes, the community just needs to get together and call a bad thing out. And we’ve all seen enough instances of this and I feel like especially in a time of social media, it can be particularly effective, you know? It’s not my favorite. I wouldn’t recommend it, but then it is a community-based protocol at the end of the day. 

Sushi: But also sometimes we live in such a large world. It’s possible for two people to come up with the same concept. And then there’s this awkward thing where you find that, the other person has come up with the same output. How do you then deal with that?

Manojna: It’s crazy that you mentioned this because this is a discussion that’s been coming up a lot more often, which could mean that a lot more people are beginning to face this. This is why tracking the creative process is very, very important because the law does acknowledge something called subconscious copying. Traditionally, if somebody were to say,  X copied my work, then you would have to somehow show that X was exposed to my work previously and then decided to duplicate it in some manner. But with subconscious copying, you don’t even have to do that. Its assumed that there is a remote possibility that somehow somewhere considering the way in which we consume media and things around us, it is possible that somebody could have subconsciously copied something.

Sushi: Or they could have just been inspired by the same thing, which then ended up with them having the same thought process and the same output…

Manojna: I might actually digress a little bit. I feel like this kind of points to a larger issue when we approach creativity and things associated with it, like for example, trying to define what originality means, inspiration means, even sometimes what is art? When you sort of try to approach these questions in the context of the creative industries, it can be very different from the perspective that somebody is adopting when they look at the same questions, but in the context of policy and law. And I think that’s the issue as well because creativity is super dynamic. People are always creating something new and pushing boundaries and, and then you have these systems of law that are meant to protect this extremely fluid dynamic thing.

And I feel like the law can be dynamic, but I sometimes I wonder if we have to play catch-up. We need to rephrase our understanding of how the law works. Even something like Copyright, for instance. Not every creator wants to copyright their work because they understand that the copyright system carries its own restrictions. So I think that it’s very important for people who work within the systems that come up with policies and guidelines and laws to protect creativity. So they need to really understand how quickly creative landscapes are changing and how quickly those tools are changing and that we have to maybe change our approach to the rules that we’re coming up with as well. 

Sushi: We see some platforms, like the ones owned by Adobe having something called creative commons. So can you tell us what it is? 

Manojna: Of course! I don’t know if I’m supposed to be admitting this, but as much as I am somebody who genuinely loves working with creators and copyright systems and intellectual property, I’m actually not a huge fan of the copyright system.

Sushi: Oh?!

Manojna: That’s the plot twist! I really like copy-left, which is basically a system of protections that was developed as an antithesis to the way in which the copyright system works. The copyright system is all about ownership. Copyrights started because the printing press was invented and for the first time in the history of the world, it became obvious that there was a machine that could do this faster than human beings. So then the human being who was creating things was worried about where they would stand in the creative process. And that’s why the copyright regime began. The idea was to give creators a sense of protection because they got to own their output for a period of time. The issue though, is that as the years went by, the copyright system has developed into a monopoly of some kind.

Companies can own copyrights over things, and the creators themselves don’t own these directly. If a corporation owns a copyright over something, then they also have the ability to potentially control how it’s going to be used in a way that can be very chilling when it comes to freedom of speech and expression. Copy-left is the answer to all of that. The ideas that you come up with, creative resources or any kind of resource for that matter, can be put under the creative commons licensing system. They have different licensing arrangements and these systems allow you to share these resources freely with some conditions attached and those conditions are never monetary in nature. Those conditions may include having to make sure that we can share something in a same form but we can’t adapt it and we can’t modify it. Or in some cases you can just go ahead and share it in any manner, so long as you attach credit to the person who originally put it out there. 

Its a beautiful system, but it’s limited because it’s not statutory in nature. When it comes to things like copyright, you have a legal structure giving it power. But that’s not the case when it comes to copy left. It is. It is. But who knows. I mean that could change. 

Sushi: Maybe you can be the one to change that. 

Manojna: Thank you! But I definitely think copy-left is the future, because we live in a time where, we have to share those resources and make them freely available. And this this goes back to what I was saying about whether the law has to play catch up. I think the answer is yes.

 

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