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This is an agreement entered into between a film producer and an editor for the provision of manuscript editing services for a motion picture film. This agreement can be customized to ensure that the understandings of the parties are properly set forth. Additionally, this agreement includes “Schedule A” which provides what work the editor is expected to complete under the agreement. This agreement should be used by potential editors and the producers of a motion picture film.
This is an agreement entered into between a film producer and an editor for the provision of manuscript editing services for a motion picture film. This agreement can be customized to ensure that the understandings of the parties are properly set forth. Additionally, this agreement includes “Schedule A” which provides what work the editor is expected to complete under the agreement. This agreement should be used by potential editors and the producers of a motion picture film. SCRIPT EDITOR AGREEMENT THIS SCRIPT EDITOR AGREEMENT (“Agreement”) made effective as of the _____ day of ______________, _______ [Instruction: Insert Date] (the “Effective Date”), by and between __________________________ [Instruction: Insert name of Producer, ______________________________ [Instruction: Insert Address] (hereafter “Owner”) and _____________________ [Instruction: Insert name of Editor], ______________________________ [Instruction: Insert Address] (hereafter the “Editor”). WHEREAS, Owner owns and/or controls the rights in and to an original book-length manuscript (the “Manuscript”) of approximately ________ [Instruction: Insert Number of Words] words in length, with a working title of “________________” [Instruction: Insert Title] (the “Book”); WHEREAS Owner desires to retain Editor to edit the Manuscript and Editor desires to be so retained; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties hereby agree as follows: 1. EDITOR’S SERVICES A. Editor agrees to perform the Manuscript editing services (“Editor’s Services”) described in the Statement of Work, as set forth in Schedule “A”, attached hereto and incorporated by this reference (the “SOW”), according to the delivery schedule set forth therein. B. With respect to each delivery required by the SOW, Editor agrees to return the edited manuscript in accordance with the SOW by means of ______________________________ [Instruction: Choose One: standard first-class postal service, priority mail, overnight mail, e-mail, or other] in the following format: ______________________________ [Instruction: Choose One: hard copy, electronic file, or other] C. The Editor’s revisions will be suggested to Owner, and Owner will be free to choose whether or not to incorporate any or all of the recommended changes. The Editor acknowledges and agrees that Owner has ultimate responsibility for its publications and that Owner retains the right to make changes to, delete from, add to or modify the Manuscript in any manner Owner may deem desirable. 2. TERM AND TERMINATION A. The term of this Agreement shall commence on the Effective Date and shall continue thereafter until such time that the Editor has fully rendered all of the Editor’s Services and the same has been accepted by the Owner © Copyright 2011 Docstoc Inc. 2 B. Notwithstanding anything to the contrary herein, this Agreement may be terminated: (i) by the non-breaching party upon the occurrence of a material breach of the other party’s obligations under this Agreement, which breach is not cured within thirty (30) days (fifteen (15) days with respect to payment) after receipt of written notice of breach from the non-breaching party; or (ii) by Owner, with or without cause, upon thirty (30) days written notice. C. Notwithstanding the termination of this Agreement for any reason, neither party shall be relieved of any duty, obligation, debt or liability that arose or accrued prior to the termination of this Agreement. D. Upon termination of this Agreement for any reason, Editor shall promptly: (i) return to Owner all materials provided by Owner to Editor under this Agreement; and (ii) deliver to Owner all deliverables and portions thereof created during the Term of this Agreement. 3. OWNERSHIP Editor expressly acknowledges that the material contributed by Editor hereunder, and Editor’s Services hereunder, are being specially ordered and commissioned by Owner for use in connection with the preparation of the Book. The Work contributed by Editor hereunder shall be considered a “work made for hire” within the meaning of the U.S. Copyright Act of 1976 (Title 17, U.S.C.), as amended. Owner shall be the sole and exclusive owner and copyright proprietor of all rights and title in and to the results and proceeds of Editor’s Services hereunder in whatever stage of completion. If for any reason the results and proceeds of Editor’s Services hereunder are determined at any time not to be a “work made for hire”, Editor hereby irrevocably transfers and assigns to Owner all right, title and interest (including the copyrights) in and to: (A) All materials, including but not limited to word files, tapes, and completed manuscript, the completed Book and/or other product resulting from this effort; (B) The content of the subject matter of the Book provided by the Owner; (C) Any ideas, works, documentation or notes conceived related to the Book; and (D) All writings and work product by the Editor related to or associated with the Book. If the Owner is required to obtain the Editor’s consent to register any copyrights related to the Book, the Editor shall provide Editor’s consent and transfer and assign any of his/her interest as stated herein. Editor shall retain no rights whatsoever to the Book’s specific content, sales, marketing, distribution, resale, reprinting, or use, except as specified within this Agreement. The provisions of this paragraph shall survive the termination of this Agreement. 4. PAYMENT A. Subject to Editor’s full and faithful performance of all the terms and conditions contained herein, Owner shall pay the Editor in the amounts and at the times set forth in paragraph 2 of the SOW.. B. Provided Editor is not in breach of any of Editor’s material obligations hereunder, Owner shall also pay Editor _____________ percent (___%) of gross revenue received by Owner, provided said revenue is specifically and actually related to the Book. © Copyright 2011 Docstoc Inc. 3 C. The Owner will reimburse the Editor for reasonable, actual and direct expenses incurred in fulfilling this Agreement, including, but not limited to, photocopying, printouts, inputting, long-distance calls, parking, travel, couriers and postage. Editor agrees not to incur any such billable expenses without prior approval from the Owner. 5. CREDITS. The Owner shall accord Editor (or cause Editor to be accorded) credit in substantially in the following form: “Edited by __________” [Instruction: Insert Editor Name]. Owner may also use or authorize the use of Editor’s name and approved biographical data in connection with the advertising or promotion of any publication of the Book. 6. CONFIDENTIAL INFORMATION A. “Confidential Information” as used herein means information identified by either party as confidential and/or “proprietary” or information that, under the circumstances, ought to be reasonably treated as confidential and/or proprietary. B. Neither party may disclose to a third party Confidential Information of the other party. The receiving party shall use the same degree of care as it uses to protect the confidentiality of its own confidential information of like nature, but no less than a reasonable degree of care, to maintain in confidence the Confidential Information of the disclosing party. The foregoing obligations shall not apply to any Confidential Information that: (i) can be demonstrated to have been publicly known at the time of the disclosing party’s disclosure of such Confidential Information to the receiving party; (ii) becomes part of the public domain or publicly known, by publication or otherwise, not due to any unauthorized act or omission by the receiving party; (iii) can be demonstrated to have been independently developed or acquired by the receiving party without reference to or reliance upon such Confidential Information, as evidenced by the receiving party’s written records; (iv) is provided to the receiving party by a third party who is under no obligation to the disclosing party to keep the information confidential; (v) is required to be disclosed by law, provided that the receiving party takes reasonable and lawful actions to avoid and/or minimize such disclosure and promptly notifies the disclosing party so that the disclosing party may take lawful actions to avoid and/or minimize such disclosure; (vi) was in the receiving party’s possession on a non-confidential basis prior to receipt from the disclosing party; or (vii) is expressly approved for release by written authorization of the disclosing party. Unless otherwise expressly authorized by the disclosing party, the terms and conditions of this paragraph shall apply during the duration of this Agreement and for a period of two (2) years thereafter. 7. REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION A. Editor represents and warrants that: i. all of Editor’s Services will be rendered using sound, professional practices in a competent and professional manner; © Copyright 2011 Docstoc Inc. 4 ii. none of Editor’s Services rendered or deliverables created by Editor under this Agreement will violate the copyright, patent, trademark, trade secret or any other right of any third party; iii. Editor has disclosed to Owner any and all other obligations, arrangements, agreements or interests of Editor that may constitute or give rise to an actual or apparent conflict of interest on the part of Editor given the nature and terms of this Agreement; and iv. Editor is not now under any obligation of a contractual or other nature to any person, firm, corporation or other entity that is inconsistent or in conflict with this Agreement, or that would prevent, limit or impair the execution of this Agreement or the performance by Editor of Editor’s obligations hereunder. B. If any of the agreements, representations or warranties contained in this Agreement are breached, in whole or in part, Editor hereby agrees to indemnify and hold Owner, its officers, directors, employees, agents and assigns, harmless from any fees, penalties, liabilities, claims, losses or damages (including reasonable attorneys' fees) resulting from any and all claims inconsistent with such agreements, representations or warranties. 8. MISCELLANEOUS A. The parties expressly agree and acknowledge that the Editor is an independent contractor, and nothing in this Agreement is intended or shall be construed to create a partnership, agency, joint venture or employment relationship.. The Editor is not, and will not be treated as, an employee of the Owner for federal or state tax purposes, or any other purpose. This Agreement shall not be construed to contain any authority either express or implied, enabling the Contractor to incur any expense or perform any act on behalf of the Company B. This Agreement, including the Schedule attached hereto, constitutes the entire agreement between the parties and supersedes any and all prior written or oral promises or representations concerning the subject matter hereof. No amendments to or modifications of this Agreement shall be binding upon either party unless in writing signed by both parties. C. Neither the waiver by either party hereto of any breach of or default under any of the provisions of this Agreement nor the failure to exercise any rights hereunder shall be construed as a waiver of any subsequent breach or default or as a waiver of any such rights or provisions hereunder. D. If any part of this Agreement shall be held to be invalid or unenforceable under applicable law, such part shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of this Agreement. E. All notices, consents and other communications hereunder shall be made in writing, by mail or courier, with verified receipt, to the addressees indicated above. Any party may change its address for service from time to time by notice given in accordance with the foregoing.: © Copyright 2011 Docstoc Inc. 5 F. This Agreement shall be governed by and construed in accordance with the laws of the United States of America and the State of _____________, [Instruction: Insert State], applicable to agreements to be wholly performed therein, without regard to conflicts of laws principles, with jurisdiction exclusive to the Federal and State courts located in the County of _____________ [Instruction: Insert County], State of ______________ [Instruction: Insert State]. G. Any prevention of or delay in either party’s performance hereunder due to labor disputes, acts of God, governmental restrictions, enemy or hostile governmental action, fire or other casualty or other causes beyond such party’s control shall excuse such party’s performance of its obligations hereunder for a period equal to the duration of any such prevention or delay. H. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign this Agreement or its rights or duties hereunder without the prior written consent of the other party, which consent shall not unreasonably be withheld. I. Any and all provisions of this Agreement that should, by their nature, survive termination of this Agreement shall survive such termination. J. This Agreement may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first written above. OWNER: ________________________________ [Instruction: sign] By: ___________________________ [Instruction: Insert Name of Signatory] Title: ___________________________ [Instruction: Insert Title of Signatory] EDITOR: ________________________________ [Instruction: sign] By: ___________________________ [Instruction: Insert Name of Signatory] Title: ___________________________ [Instruction: Insert Title of Signatory] SSN or FED ID: ___________________________ [Instruction: Insert Social Security Number or Taxpayer ID] © Copyright 2011 Docstoc Inc. 6 SCHEDULE A Statement of Work 1. The Editor is being asked to, and agrees to, do the following (Check all those that apply): Overall Critique. Reading the complete manuscript and offering input on its overall strengths and weaknesses. Does not include any line-by-line corrections or suggestions. Proofreading. Checking for typographical errors, misspelled words, punctuation, and other basic mistakes. Verification of Scripture Quotations. Owner must specify references and version(s). Copyediting. Check for grammar, usage, and consistency. Does not include stylistic or structural editing, fact checking, inserting headings or subheads, or writing original material. Substantive/Structural Editing. Clarifying or reorganizing a manuscript for content, flow, structure, and readability. Does not include researching or writing original material. Rewriting. Creating a limited amount of new material to be included as part of the manuscript on the basis of content and research supplied by the Owner. 2. Editor shall submit the following “Milestone Deliverables,” “Delivery Dates,” and “Amounts” in accordance with the schedule below. Milestone Deliverable Delivery Amount Date _________________[Instruction: Insert what is due _________ $_________ to be delivered] Instruction: Instruction: Insert Insert amount delivery due date] Final Delivery Date & Amount _________ $_________ Instruction: Instruction: Insert final Insert total delivery paid date] © Copyright 2011 Docstoc Inc. 7
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