Universal's & Marvel's Contract...

[jzarley]

So, I know there have been a lot of posts regarding that while Disney now owns Marvel, they can't actually use the characters at WDW due to an agreement Marvel made with Universal (well, MCA) many years earlier that protects Universal's rights to use the IP in their Orlando parks.

While the existence of this agreement is pretty well known, I had never actually seen the agreement before seeing a link to it posted recently on themeparkinsider.com:

http://www.sec.gov/Archives/edgar/data/1262449/000119312510008732/dex1057.htm

I'm not a fan of reading legal contracts generally, but if you can get thru all the legalize, this one is pretty interesting!

[Gabe]

That's not entirely true. Marvel characters have been appearing throughout the resort (Iron Man and Cpt America come to mind not to mention the monorail wrapping.). Notice the agreement didn't mention transferability (ie what happens if Marvel is sold or goes away)? I'm sure Disney knows what it's doing with Marvel in regards to Universal. When it sees fit to do so, it will terminate the agreement. It wasn't hard for KI to rebrand its rides after Paramount left, so I'm certain Universal would use the opportunity to rebrand/retheme the area anyway. (I'm sure more Potter can never be a bad thing for Universal).

[jzarley]

I believe the Marvel wrapped monorail only ran only on the resort route, thus never technically entering one of the parks. I read in the Orlando Sentinel at the time that was Disney's way of honoring the letter of the Universal agreement (if not the spirit...)

The article on themeparkinsider where the agreement was linked was actually about how WDW is promoting "Guardians of the Galaxy" in the parks on the premise that that particular "family" was not used at Universal, therefore that IP is not covered by the contract:

http://www.themeparkinsider.com/flume/201406/4061/

I sincerely doubt Disney has the ability to "terminate the agreement" at its will whenever it pleases...while any signed agreement can be undone, it usually takes copious amounts of cash to do so if the other party is not in agreement. And it's true that the agreement didn't specifically mention the possibility of the sale or dissolution of Marvel, it didn't specifically NOT not mention it either...so, if that was the only legal argument I think that one would be contestible (for that matter, Universal has changed hands three times since the agreement was written...from MCA to Seagrams to Vivendi to Comcast...)

If Disney was so motivated (financially and otherwise) I'm sure they could find a way to terminate the agreement, but I don't agree with the assertion they can just wave a (magic <g>) wand to do so. Otherwise, on a related note, why pay Paramount to buy back the film distribution rights to their own film property (Indiana Jones)? Why not just unilaterally decide to terminate the contract on their own? (That would have certainly been the cheaper option :-)

I do agree with you that Disney probably doesn't see a compelling reason to force the Marvel issue right now...after all, Universal is helping cross promote a Disney owned franchise, and Disney didn't even have to pay to build the attractions...a pretty good deal all things considered :-)

[shark6495]

Don't forget Disney gets paid just to have another park promote their goods.

Sent from my iPhone using Tapatalk

[bkroz]

Guardians of the Galaxy will get a "sneak preview" video at Walt Disney World, which baffled many fans who were sure Marvel could never be in any Walt Disney World park in any way whatsoever.

http://disneyparks.disney.go.com/blog/2014/06/guardians-of-the-galaxy-sneak-peek-landing-in-disney-parks-july-4/

Notice what's said and not said in the Disney blog post. "From the studio that brought you “The Avengers” comes a new team..." and a particular logo is missing from the movie poster... With the Marvel / Disney thing, it's more of which particular things CAN'T be shown than the idea that Marvel can't even be mentioned on Walt Disney World property.

[The Interpreter]

When it comes to things legal, the devil is in the details. Learned counsel is of high value.

[bkroz]

If I were to guess, the uncharacteristic lack of a Marvel logo or the mention of Marvel on Disney's exclusive sneak preview poster would be thanks to the contract's Part IV: Exclusivity > B. Other Theme Parks > a. > iii

East or West of The Mississippi - permitted uses shall be limited to the use of specific Marvel characters and Marvel may not permit a licensee to use the name “Marvel” as part of the attraction name or marketing.

But I don't have a clue. Legal agreements. Leave those to the professionals.

EDIT: IV.B.a.1.i also looks important:

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.]

Makes you wonder what we'd do without the Mississippi, don't it?

[shark6495]

The following is from a person who is not a lawyer, and should not be considered in any way shape or form legal advice. For Legal advice please contact an appropriate person.....

Reading through the agreement it looks like the best of both worlds for Disney, at least on face value. To the best of my information, the only Universal Studios that has a Marvel Universe is Orlando. Which may mean that Disney (appears) is free to use Marvel Characters/rides/etc in any other park. Even in direct competition with a Universal Studios. Since MCA (Universal at the time) did not develop other Marvel lands during the specified time points.

Marvel (Disney) receives the following from Universal:

• % of merchandise sale
• licensing fee
• 10,000 square foot store to sell goods
• final rights on how their characters are portrayed
• Advertising in Comic Books (which is a big deal in this day and age)

Marvel can terminate for any of the following reasons

• The land is not open (so they cant cut into the land, make smaller, etc)
• They feel their characters are being represented
• they feel they are not at a percentage of advertising that was part of the contract

Its a very interesting contract to read. All in all, Disney does not have to pay to maintain a Marvel Land in Orlando, but they get the benefits of the income. If Disney/Marvel wanted to they could throw their weight around and potentially be a stickler to the contract.

Universal must keep the Marvel Universe open or risk losing the characters.

I did find this part to be the most interesting:

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.]

Let me flex my nerd muscles for a moment: The current families being used are as follows:

Fantastic Four (The Doom ride) which includes, Galactus, Silver Surfer, and few others

Spiderman (The Amazing Spidey ride) which includes an entire truckload of villains and supporting characters including Kingpin (arcade) (which may mean that Universal owns Daredevil and Punisher as well)

X-Men (Storm and Magneto rides/places) the merry band of mutants includes about 200 characters.

Avengers (Captain America Cafe and Incredible Hulk) this gives Universal access to the Avengers which includes ol' tin head (Iron Man) and the god of thunder Thor. Along with respected villains and side characters.

Sooooooo knowing my Marvel Universe that leaves the following characters/stuff available:

• Guardians of the Galaxy
• Blade
• Howard the Duck
• Deadpool (he was in a Wolverine movie, but never really an X-Men)
• Ka-Zar (but has been visited by X-Men)

So not many crowd pleasers/family friendlies in that bunch....

http://thedisneyblog.com/2013/06/14/theme-park-wars-forgotten-chapter-the-marvel-universe/

The leading contenders there are either A) re-theme Streets of America in DHS into a Superhero land (think roller coasters flying by overhead, a stunt show, a dark ride or two, and a Marvel makeover experience for the kids) or a fifth gate thrill park with a villains vs hero theme. (combining Marvel, Star Wars, and Disney heroes and villains).

Option B would be awesome. I dont see it happening but it would be great.

From partaking in the movies/comics/and theme parks, I personally dont see a big push by Disney to reacquire, in the short term, its missing Marvel properties. Fox and Sony keep producing movies of their characters. This puts more money in the house of mouse. Universal Studios keeps paying its biggest rival more money to use its properties. Disney wins, we win sort of.

[Tuskin]

For anyone interested in searching through all of the marvel characters:

http://marvel.com/comics/characters

[The Interpreter]

Marvel is a registered trademark. As such, it is always capitalized here.

[Diamondback96]

What if we're marveling the characters?

[The Interpreter]

That's different, and marvelous.

[upstop]

http://thedisneyblog.com/2013/06/14/theme-park-wars-forgotten-chapter-the-marvel-universe/

The leading contenders there are either A) re-theme Streets of America in DHS into a Superhero land (think roller coasters flying by overhead, a stunt show, a dark ride or two, and a Marvel makeover experience for the kids) or a fifth gate thrill park with a villains vs hero theme. (combining Marvel, Star Wars, and Disney heroes and villains).

Option B would be awesome. I dont see it happening but it would be great.

From partaking in the movies/comics/and theme parks, I personally dont see a big push by Disney to reacquire, in the short term, its missing Marvel properties. Fox and Sony keep producing movies of their characters. This puts more money in the house of mouse. Universal Studios keeps paying its biggest rival more money to use its properties. Disney wins, we win sort of.

Interesting.....I recall that once upon a time, that Disney (or someone with a good imagination) was mulling over a Disney villain infested Anti-Magic Kingdom where the rides and attractions were similar to the Magic Kingdom, but taken over by Disney villains. Maybe now they can create an offshoot park with the use of Marvel heros and villains.