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This is an agreement between a director and a producer for the production, creation, and development of a motion picture movie. This agreement contains both standard clauses as well as opportunities for customization to ensure that the understandings of the parties are properly set forth. Customizable clauses include final approval rights, termination, insurance, producing services and technical specifications, budget, distribution schedule of proceeds, and payment schedule. This agreement should be entered into between producers, directors, or production companies to specify the terms of an agreement for the development of a motion picture.
This is an agreement between a director and a producer for the production, creation, and development of a motion picture movie. This agreement contains both standard clauses as well as opportunities for customization to ensure that the understandings of the parties are properly set forth. Customizable clauses include final approval rights, termination, insurance, producing services and technical specifications, budget, distribution schedule of proceeds, and payment schedule. This agreement should be entered into between producers, directors, or production companies to specify the terms of an agreement for the development of a motion picture. PRODUCTION AGREEMENT THIS AGREEMENT is made and entered into this _____ day of _______________, 20___, by and between, _______________, (“Director”) located at _________________________, and _______________________________ (the “Producer”), located at ______________________________. WITNESSETH Whereas, Director is engaged in the business of writing and directing motion pictures and has written the storyline of a motion picture project currently entitled _______________ (the “Picture”) and desires to direct the same; Whereas, the Producer is an independent producer, who produces and works in the production, as Producer, of ___________________________, and is interested in working for Director, to produce the Picture under Producer’s brand and banner and distribute the same. NOW THEREFORE, in consideration of the foregoing and the mutual covenants herein contained and intending to be legally bound, Director and Producer (each, a “Party” and collectively, the “Parties”) hereby agree as follows: 1. Co-Operation. Both Parties hereby agree to join their efforts and direct, produce and distribute copies of the Picture under the banner of ___________________ (“Banner”) of Producer. Client shall provide Producer with a preapproved script in a format standard to the production industry prior to the start of production. Client acknowledges and agrees that any changes made to the script by Client after this Agreement has been executed may result in a variation in the final production costs. 2. Production A. Producing Services. Producer shall personally render all services customarily rendered by producers on a motion picture in connection with the development pre-production, production, and post-production of the Picture, including, but not limited to, arranging for all services, personnel, equipment and facilities necessary for the production of the Picture, more particularly described in the Schedule 1. Both parties agree that the Producer shall be the sole “Producer” of the Picture. Notwithstanding the foregoing, “Executive Producers,” “Co-Producers,” and “Associate Producers” may be engaged in connection with the Picture upon the mutual consent of the Parties. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 2 B. Festival Distribution. Producer agrees to use reasonable efforts to distribute the Picture in film festivals and/or commercial distribution worldwide. All actual out- of-pocket expenses incurred in connection with festival distribution (including, without limitation, video tapes, festival entry fees, and promotional materials) shall be borne equally by the Parties and reimbursed in first position from any proceeds collected from exploitation of the film. C. Technical Specification. The productions done by the Producer as per this Agreement will be done and delivered to Director according to Schedule 1 "Technical Specification" to this Agreement. D. Production Budget. The production budget (“Budget”) shall be sent to the Director within ________________ [fifteen (15)] days after the signing of this Agreement. The Budget shall be in the format attached to this Agreement in the form of Schedule 2. This Budget may be amended in situations of unexpected overhead costs, and contingency needs. Such increase in the Budget shall be approved only after a mutual discussion between the Parties. 3. Proceeds. The Parties hereby agree to share equally the Net Proceeds in connection with the Picture and/or all elements thereof (including, without limitation, any and all rights therein, thereto or in connection therewith) in the manner set forth in Schedule 2 attached hereto. “Net Proceeds” shall be defined as any and all monies received following recoupment of one hundred (100%) percent of the Budget of the Picture and payment of any monies due actors pursuant to applicable actors agreements. [Comment: another option, here, is – “Producer shall be paid in the accordance to the Schedule 3. The Producer shall provide Director with the name and address of its bank and the number of accounts.”] 4. No Conflicts. Producer hereby warrants that Producer is not bound by any other contract or otherwise to any other company or studio, during the above-mentioned period, for promotional and advertising activities of any kind related to the film industry, and is free to grant herein to Director, the sole and exclusive right to use his productions obtained in execution of the contract. 5. Model/ Actor Release. The Producer warrants that he shall provide Director with all the actors/model releases and additional documentation regarding performers required by Director and commonly © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 3 used in its productions. The Producer warrants that he is not going to work with actors under the age of 18 years old and the productions will not contain immoral contents (i.e. buggery, glorification of violence, or pornography with infants or animals). 6. License of Rights. Director hereby irrevocably grants and assigns to Producer, the sole and exclusive right, license and privilege to exhibit, distribute, market, transmit, perform and otherwise deal in and exploit the productions, all around the world. Therefore, Producer shall be the first owner of the entire copyright and all other rights in and to the productions issued and done as per this Agreement, and shall have the absolute and exclusive perpetuity right to exhibit, exploit, duplicate, dub, distribute, market, transmit, perform, reproduce, sub-license and use anyhow the productions throughout the world by all existing and any as yet undiscovered methods and formats, and the Director hereby grants Producer all consent necessary to enable Producer to exploit the productions and their additional materials at its convenience. As a consequence, the Director shall not be entitled to use the productions or part of them hereby sold to Producer, without Producer's prior written consent. [Comment: alternatively, user may use the following language here – “Director and Producer shall jointly in equal percentage own all now known and/or hereafter existing rights of every kind throughout the universe, in perpetuity and in all languages, pertaining to such results and proceeds in and to the Picture, and all elements therein, for all now known and/or hereafter existing uses, media, and forms, including, without limitation, all copyrights (and renewals and extensions thereof). Notwithstanding the foregoing, it is understood and agreed that Director expressly reserves, and Producer shall have no right and/or interest in and to, any and all feature length motion picture, character, sequel, and/or remake rights in connection with the Picture. Producer shall have the right of first refusal to produce all such projects.”] 7. Indemnification. Each party shall, at all times, at its own expense, indemnify, defend and hold harmless the other party and its related companies, employees and sub-Producers, from and against any reasonable damages, liabilities, losses, costs and expenses (including reasonable legal fees and costs), directly arising out of any breach by the first party of any of the warranties, representations, agreements, covenants or obligations as stated hereby, or concerning the use of the productions and their contents, even if such an action is brought by a third party. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 4 8. Credit. If the Picture is produced and if Producer fully performs or supervises the services and obligations that include the following: screenplay, budgeting, scheduling and organizing rehearsals and shooting, casting the crew, supervising and scouting of locations, negotiating the deals for the rental and/ or purchase of camera, sound, lighting, grip and editing equipment and vehicles, as well as all other technical-support deals such as with laboratory, audio or post-production facilities, responsibility for the expenditure and accounting of all production funds, and other producing functions as generally understood in the motion picture industry as Producer, Producer shall be accorded the following credits on screen (as described below), and in all advertisements and or press materials related to the Picture: _________________________________________________ 9. Approval and Controls. Director and Producer shall have mutual approval and control and the right to initiate action at any time and in any respect in connection with the Picture. Director and Producer shall have mutual approval with respect to all aspects of the production and post-production of the Picture, including editing, music selection, sound design and distribution of the Picture. In the event of a disagreement in the Final Edit of the motion picture, __________________ [Comment: insert either Director or Producer] shall have final authority regarding the Final Cut of the project. 10. Warranty. A. Director warrants and represents that the script for the Picture is free of liens and encumbrances. B. Producer’s use of the script will not violate any rights of any kind or nature whatsoever, including but not limited to, copyright, trademark, patent or other intellectual property rights, of any person, firm, corporation, association, society or other entity; C. In the case that Director has obtained third party consents, Directors will obtain in writing all requisite consents and permissions of labor organizations, the copyright owners, etc and that the Directors will pay all re-use payments, fees, royalties and other sums required to be paid for such consents and permission, in connection with Producer’s use of the script of the Pictures. D. Director warrants and represents that Director, not any entity or person represented by Director is bound by any agreement that prevents Director from entering into this Agreement. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 5 11. Term; Termination. A. This Agreement shall commence on the date this Agreement is signed and shall continue in full force until _____________ or the end of the post-production activities under this Agreement. B. After the initial term, Director may choose to terminate this Agreement without reason with a prior written notice of ____________ [ninety (90)] days; the result of which will be the termination of this Agreement at the end of the ____________ [ninety (90)] days at any time during the term. C. If either party breaches any term or condition of this Agreement, the breaching party will have ____________ [ninety (90)] to cure such breach after the first day of written notice from the non-breaching party. If after____________ [ninety (90)] days, the breach has not been cured or a resolution has not been made, the non-breaching party may submit the dispute to mediation or terminate the Agreement. D. In the event of the early termination of this Agreement, Director shall retain ownership of the script and shall be free to work with any other production house or independent producers. Notwithstanding the foregoing, this Agreement may be renewed after termination provided an agreement of both Parties. 12. Confidentiality. Producer, by signing this agreement, agree to keep confidential any and all aspects of the work involved, within reason. This includes divulging details of the contents and nature of the Picture, the Director, any of the staff, management and investors in the Director, and any information relating to the agreed upon work. Should Producer be asked and/or find it necessary to divulge such information to any person, they are obliged to speak to the Director first. 13. Loadings and Insurance. A. Producer understands that their work under this arrangement is as independent contractors. The relationship of Producer and Director hereunder is limited to the respective rights and obligations of the Parties specifically provided herein. Notwithstanding any provision of this Agreement to the contrary, nothing herein shall be construed to create a partnership or joint venture between the parties, to authorize either party to act as agent for the other, to permit either party to undertake any agreement for the other, or to use the name or identifying mark of © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 6 the other, all except as it is specifically provided herein. Neither party shall be construed for any purpose to be an employee subject to the control and direction of the other. B. As a result, the Director is under no obligation to pay the superannuation, annual leave, sick pay or any other loadings or fringes to any of Producer’s staff or contractors. C. Producer ensures that the shoot is covered by __________________ [$10 million] Public Liability held by Producer. Certificate of Currency will be provided upon signing of this Agreement and payment of first invoice or advance payment as set forth in the Schedule 2. 14. Entire Agreement. The terms and provisions contained in this contract, together with the Attachment I "Technical Specifications”, “Payment Schedule” and the "Performer Agreements and Model Releases (Schedule 4)" and related documents to be signed between the Producer and the performers of each production constitute the entire Agreement between the Parties. 15. Miscellaneous. A. Assignment. This Agreement and all rights and obligations hereunder are not assignable without the written consent of the other party hereto, which consent shall not be unreasonably withheld. B. Notices. Any notice, request, demand, waiver, approval or other communication which is required or permitted to be given hereunder shall be in writing and shall be deemed given if delivered personally or sent by telegram or telecopy (with transmission confirmed) or by certified or registered mail, return receipts required with postage prepaid, or by Federal Express or an equivalent overnight delivery service, addressed to the parties at their respective addresses as either party may designate in writing to the other. Such notice, request, demand, waiver, consent, approval or other communication shall be deemed to have been given as of the date so delivered, telegraphed, or telecopied, or on the fifth day after deposit in the United States mail or on the second day after deposit with Federal Express or an equivalent overnight delivery service. C. Governing Law; Dispute Resolution. This agreement shall be governed by and construed in accordance with the laws of _______, without giving effect to its principles or conflicts of laws to the extent such principles or rules would require or permit the application of the laws of another jurisdiction. Any dispute arising © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 7 out of or in connection with this agreement shall be subject to the exclusive jurisdiction of the courts of ___________________. [Comment: insert county, and state] Any process in any action or proceeding arising out of or in connection with this Agreement may, among other methods, be served by delivering or mailing the same by registered or certified mail, directed to the other party at the address first written above. Any such delivery or mail service shall be deemed to have the same effect as personal service within the State of ________. Any dispute arising concerning this Agreement shall be submitted to arbitration pursuant to the rules of the American Arbitration Association at a hearing to be held in ________________. [Comment: insert county, and state] The decision of the arbitrator(s) shall be final and binding upon all parties. The parties hereby consent to the jurisdiction of all state and federal courts in the State of _______________ for purposes of enforcement of the award. D. Severability. The provisions of this Agreement shall be severable, and if any provision of this Agreement is held to be invalid or unenforceable, it shall be construed to have the broadest interpretation, which would render it valid and enforceable. E. Headings. Titles and headings to articles, sections, or paragraphs in this Agreement are inserted for convenience of reference only and are not intended to affect the interpretation or construction of this Agreement. F. Waiver. No waiver, modification or cancellation of any term of condition of this Agreement shall be effective unless executed in writing by the party charged therewith. No written waiver shall excuse the performance of any act other than those specifically referred to therein and shall not be deemed or construed to be a waiver of such terms or conditions for the future or any subsequent breach thereof. G. Counterparts. This Agreement may be signed in counterparts, which together shall constitute one Agreement. H. Further Assurances. At any time after the Agreement, each party, without further consideration, shall promptly (i) furnish upon request to the other party such further information, (ii) execute and deliver to the other party such other documents, and (iii) perform such other acts, as such other party may reasonably request for the purpose of carrying out the intent of this Agreement. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 8 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written below. DIRECTOR By:_____________________________________ Name:__________________________________ Title:___________________________________ PRODUCER By:_____________________________________ Name:__________________________________ Title:___________________________________ © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 9 SCHEDULE 1 PRODUCING SERVICES AND TECHNICAL SPECIFICATIONS [Comment: user should clearly set forth services of Producer and technical specifications] © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 10 SCHEDULE 2 BUDGET AND DISTRIBUTION SCHEDULE OF PROCEEDS A. _____________________________________________________ B. _____________________________________________________ C. _____________________________________________________ D. _____________________________________________________ [Comment: user should clearly set forth the budget and distribution of proceeds] © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 11 SCHEDULE 3 PAYMENT SCHEDULE (OPTIONAL) [Comment: if user chooses to use a payment schedule, it should clearly be set forth here] Production Stage Stage of Amount Payment 1. [After acceptance Of this Agreement and presentation of the first invoice with 14 day Terms] 2. 3. 4. Final Delivery Date & Amount US$ © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 12 SCHEDULE 4 [Comment: ATTACH ACTORS AGREEMENT AND RELEASES] © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 13
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