Representative Services

Outside Counsel | Corporate & Transactions | Entertainment & Rights

Keller Morgan advises private companies, founders, owners, investors, and creative professionals on the legal work that keeps a business operating and the transactions that move it forward. Engagements may involve a single agreement, a defined transaction, or ongoing outside-counsel support.

Outside General Counsel & Business Operations

• Ongoing counsel to founders, owners, executives, and management teams

• Commercial agreements, renewals, amendments, terminations, and contract systems

• Corporate records, approvals, delegated authority, signing protocols, and legal calendars

• Customer, vendor, partner, employee, contractor, and advisor matters

• Risk review for new initiatives and sensitive business decisions, with specialty counsel coordinated when appropriate

Formation, Ownership & Governance

• Entity formation, conversion, parent-subsidiary, and special-purpose structures

• Organizational documents, ownership records, bylaws, and initial consents

• Founder, operating, shareholder, partnership, and buy-sell agreements

• Capitalization, vesting, transfers, voting rights, reserved matters, and succession

• Corporate cleanup, cap-table and minute-book review, ownership changes, and reorganizations

Financing, Investment & Capital Structure

• Company- and investor-side term sheets, transaction planning, and document review

• Equity issuances, subscription agreements, SAFEs, convertible notes, and debt instruments

• Investor, information, inspection, pro rata, voting, and board-observer rights

• Capitalization, dilution, approvals, disclosure schedules, data rooms, and closings

• Investment diligence, strategic investments, and portfolio-company support

Acquisitions, Sales & Strategic Transactions

• Buyer- and seller-side transactions involving companies, equity, assets, catalogs, content libraries, and rights portfolios

• NDAs, indications of interest, letters of intent, term sheets, and exclusivity

• Corporate, contract, intellectual-property, employment, and liability diligence

• Purchase agreements, disclosure schedules, consents, ancillary documents, signing, and closing

• Earnouts, escrows, holdbacks, transition services, buyouts, recapitalizations, joint ventures, and exits

Commercial Contracts, Technology & Growth

• Master services agreements, statements of work, customer terms, and professional-services arrangements

• Vendor, supplier, manufacturing, logistics, procurement, reseller, channel, and distribution agreements

• Strategic partnerships, sponsorships, brand integrations, co-marketing, and revenue shares

• SaaS, software-development, API, white-label, platform, and marketplace agreements

• AI and data-use terms, service levels, warranties, indemnities, liability limits, and termination rights

Film, Television & Production

• Business affairs and deal strategy from development through production and delivery

• Talent, producer, writer, director, host, crew, and loan-out agreements

• Option, purchase, shopping, life-rights, format, and other underlying-rights agreements

• Production services, co-production, financing, distribution, location, appearance, and release agreements

• Credits, approvals, contingent compensation, chain of title, guild issues, clearances, and production risk

Music, Catalog & Rights-Based Assets

• Catalog transactions from NDA and letter of intent through diligence, documentation, and closing

• Chain-of-title, ownership, revenue, consent, restriction, and encumbrance review

• Asset-purchase, assignment, administration, transition, and closing documents

• Recording, publishing, producer, songwriter, composer, management, distribution, synchronization, master-use, and sample agreements

• Royalty, audit, recoupment, reversion, termination, investment, and financing matters involving rights-based assets

Intellectual Property, Creators & Brands

• Copyright, trademark, content, software, brand, and merchandise licenses

• Work-made-for-hire, invention-assignment, intellectual-property transfer, and ownership-cleanup agreements

• Creator, influencer, social-media, endorsement, NIL, sponsorship, product-placement, and brand-integration agreements

• Podcast, live-appearance, event, collaboration, and promotional agreements

• Rights scope, territory, term, exclusivity, approvals, attribution, reuse, sublicensing, sell-off, and commercialization

Contract Disputes & Special Situations

Keller Morgan advises on contract interpretation and enforcement strategy; breach, default, reservation-of-rights, and termination notices; business separations, settlements, releases, amendments, waivers, and workouts; and pre-litigation negotiation in coordination with litigation counsel when appropriate.

For Attorneys & Advisors

Keller Morgan works alongside law firms, CPAs, business managers, wealth advisors, fractional CFOs, investment professionals, and deal teams on discrete drafting, negotiation, diligence, rights analysis, and overflow matters. The firm can lead a focused workstream or serve as an ongoing legal resource.

Representative services only. Scope depends on the facts, jurisdiction, conflicts review, and a written engagement. Specialty counsel may be engaged when appropriate.