Television Distribution Agreement

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Television Distribution Agreement Powered By Docstoc
					This document establishes an agreement between a distributor and a producer for the
distribution of a motion picture in a specified territory. The producer grants the
distributor a limited license to exhibit and broadcast the motion picture over the facilities
of a television station. This document can be customized to specify the territory the
distribution will cover as well as the costs and expenses associated with licensing. This
document can be used by television stations or by producers that want to enter into an
agreement for the distribution of a film within a territory.
               TELEVISION DISTRIBUTION AGREEMENT


THIS TELEVISION DISTRIBUTION AGREEMENT (hereinafter “Agreement) is made and
entered into this ____________ day of __________________________, _____ (hereinafter
“Effective Date”), by and between: ____________________________ [PRODUCER’S NAME]
(hereinafter “Producer”), whose offices are located at __________________________________
[PRODUCER’S ADDRESS] and __________________________________ [DISTRIBUTOR’S
NAME]         (hereinafter    “Distributor”),     whose      offices   are   located    at
__________________________________________________ [DISTRIBUTOR’S ADDRESS].

WHEREAS Producer has the exclusive right to distribute and otherwise exploit the television
Motion Picture entitled “________________________________” [NAME OF MOTION
PICTURE] (hereinafter the “Motion Picture”);

AND WHEREAS Producer wishes to appoint Distributor as the sole and exclusive distributor of
the Motion Picture in the Territory as herein defined.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
covenants and agreements herein and other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties agree as follows:



1. GRANT OF LICENSE: Subject to the prompt payment of the Distribution Fees and the due
performance by the Distributor of all its obligations hereunder, the Producer hereby grants to the
Distributor, and the Distributor hereby accepts, a limited license to exhibit and broadcast the
motion picture over the facilities of the television station, and to reproduce recorded sound in
connection therewith, for the Term herein specified, and for no other use or purpose. Distributor
shall exercise the following rights in connection with the Motion Picture:

(a) Distribution Rights: the right to distribute on all forms of television now known or hereafter
devised including, but not limited to, free, pay, closed circuit, and Direct Broadcast Satellite; and
right to distribute in the home video market

 (b) Versions: the right to make such dubbed, sub-titled, and close captioned versions and use
any promotional materials.

(c) Modifications: the right to make such changes, alterations, cuts, additions, deletions, and
eliminations into and from the Motion Picture and any promotional materials, as may be required
for distribution of the Motion Picture for use in any form of television.
(d) Advertising and Publicity: the right to create and issue, by way of broadcast or otherwise by
any means, publicity in connection with the Motion Picture and to use clips and stills from the
Motion Picture for the purpose of publicity and in connection therewith, and to use Distributor's
name and trademark.

 (e) Claims: the right to institute, defend, and prosecute all actions or proceedings which
Distributor may deem necessary for the purpose of establishing, maintaining or preserving all or
any of the rights herein granted.



2. RESERVED RIGHTS: All other rights not expressly granted herein, including but not
limited to theatrical, print, and electronic publishing, radio, dramatic, non-theatrical, direct
marketing, merchandising, and music publishing rights to the soundtrack are reserved to
Producer. The credits, English-language title, and copyright notice shall not be changed or
deleted unless approved by Producer. No other changes can be made without the prior approval
of Producer.



3. TERRITORY: Subject to the terms and conditions of this Agreement, Producer hereby grants
to Distributor an exclusive license to distribute, advertise, and exhibit the Motion Picture in the
following locations: ___________________________________________________ [SPECIFIC
DESCRIPTIONS OF CITIES, COUNTIES, ETC.] (hereinafter the “Territory”)



4. TERM: The Term of this Agreement shall be ______ [AMOUNT IN WORDS] (____
[AMOUNT IN NUMERALS]) years commencing on the Effective Date, unless sooner
terminated. Upon the expiration of the Term, the agreement shall automatically renew for
successive terms of one (1) year periods, unless either party gives written notice of ninety (90)
days prior to the expiration of the Term or any renewal period.



5. LICENSE FEES: As consideration for its services, Distributor shall be entitled to retain
_______ [AMOUNT IN WORDS] percent (__% [AMOUNT IN NUMERALS] of Gross
Receipts, as its distribution commission (hereinafter “Distribution Fees”). Such Distribution Fees
shall be inclusive of any sub-distribution or sub-agency fees.

Gross Receipts shall mean all monies actually received by Distributor arising from the
distribution of the Motion Picture. Gross Receipts do not include taxes paid, refunds, returns,
collection costs incurred, and any payment for duplication or manufacturing of materials.




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6. EXPENSES: Direct Distribution Costs shall mean all reasonable and verifiable costs incurred
in connection with the distribution, exploitation and licensing of the Motion Picture. Such
expenses include, long distance phone charges, photocopying, fax, shipping and courier charges,
clearance and brokerage fees, warehouse and handling charges, insurance. Such expenses shall
not exceed _______ [AMOUNT IN WORDS] percent (__% [AMOUNT IN NUMERALS] of
Gross Receipts.

Recoupable Expenses shall mean: (a) Market Expenses, which include all direct out-of-pocket
costs to attend film markets. Such expenses may include airfare, hotel, shipping, telephone and
staff expenses incurred to attend a film market. Distributor may recoup a total overall cap of no
more than _____________________ [AMOUNT IN WORDS] dollars ($_________ [AMOUNT
IN NUMERALS]) for the year; (b) Promotional Expense, which include expenses involved in
the cost of preparing posters, one-sheets, trailers, and advertising. Distributor agrees to spend no
more than _____________________ [AMOUNT IN WORDS] dollars ($_________ [AMOUNT
IN NUMERALS]) on promotional expenses.



7. PAYMENTS/LATE PAYMENTS: All monies due and payable to Producer should be held
in trust by Distributor. Producer shall have a lien on Gross Receipts. All checks shall be made
payable to Producer. All monies due Producer shall be paid when due. On any amounts 30 days
past due, Distributor shall pay Producer interest at ten percent (10%) per annum or any
maximum interest permitted by law



8. REPORTS AND ACCOUNTING: Distributor shall deliver to Producer, at Producer's
address set forth above, a quarterly written statement relating to the Gross Receipts received and
Direct Distribution Costs deducted during the period to which the statement pertains. Producer's
share of Gross Receipts shall be forwarded by check with such reports. Distributor shall report
frozen, blocked, or incapable of being remitted funds, if any, in such reports.



9. INSPECTION AND AUDITING: Distributor shall keep and maintain at its offices complete
and accurate books of account and records relating to the distribution, exploitation, and licensing
of the Motion Picture. Said books of account and records be kept and maintained in accordance
with generally accepted accounting principles. Upon giving five (5) business days’ notice,
Producer shall have access to the books and records for the purposes of conducting an audit.
Producer and its agent shall have the right to make extracts or copies therefrom. Producer
acknowledges that the books of account and records of the Distributor contain confidential trade
information. Neither the Producer nor the Producer’s representative(s) shall reveal or use any
facts or information arising from any inspection of the Distributor's book of accounts and records
hereunder.




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10. REPRESENTATIONS AND WARRANTIES:A. Producer represents and warrants, to the
best of its knowledge and belief, and agrees as follows:

(a) Producer has the full, complete, and unrestricted right and authority to enter into this
Agreement and grant, sell, assign, transfer, and convey to the Distributor all rights and licenses
herein contained for the Term and in the Territory.

(b) Producer owns or controls all the licenses, property, and all other rights herein granted,
including, but not limited to, all rights of copyright, musical synchronization rights, still photo
rights, videotape licenses, and other appropriate rights and licenses for the Motion Picture.

(c) Producer has not entered into, and will not enter into, any agreement which is inconsistent
with any of the provisions of this Agreement and will not exercise any right to take any action
which conflicts with, prejudices or derogates from the rights herein granted to Distributor.

(d) The rights granted hereunder to the Distributor are free of any claims, liens, or encumbrance.

(e) Neither the Motion Picture nor any part thereof will violate or infringe any trademark,
tradename, copyright, patent, literary, artistic, personal, private, civil, or property right or the
right to privacy or any other right of any person, firm or, corporation and does not contain any
material which is libelous, slanderous, or defamatory.

NO SECTION “(f)” WAS NOT INCLUDED IN MY DOCUMENT

(g) Producer has obtained, or will obtain on a timely basis and by no later than delivery of the
Motion Picture,:

(i) licenses or grants of authority to use the results of the services of performers, musicians, and
other persons connected with the production of the Motion Picture which are sufficient to permit
Distributor to exercise all the rights granted under this Agreement; and

(ii) the consent of persons to use their names, voices, likenesses, and biographies for the
purposes of advertising and exploiting the Motion Picture.

(iii) a waiver of moral rights from all writers, composers, and other persons having moral rights
with respect to the Motion Picture.

 (h) Distributor, in the exercise of its rights hereunder, will not be requested to make any
payment to any third party involved in the production of the Motion Picture or who rendered
services in connection therewith, or any music performance fees, or to or on account of any
union, guild or other collective bargaining agent because of any exploitation by Distributor, and
any such payments shall be borne solely by Producer, and Distributor shall have no
responsibility whatsoever with respect thereto.




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(i) The Motion Picture when delivered will be completely finished, fully edited and titled, and
fully synchronized with language dialogue, sound, and music and in all respects ready and of a
technical quality adequate for network television exhibition.

B. Distributor represents and warrants, to the best of its knowledge and belief, and agrees as
follows:

 (a) Distributor has the full, complete, and unrestricted right and authority to enter into this
Agreement and it has taken all necessary action to authorize the execution and delivery of this
Agreement and the same does not and will not violate any other agreement to which Producer is
a party.

(b) There are no claims, actions, suits, arbitrations, or proceedings or investigations pending or
threatened against or affecting the Distributor’s ability to fulfill its obligations under this
Agreement, at law or in equity.

(c) Distributor is not unable to pay its bills in the regular course of business, is not insolvent, or
in danger of bankruptcy,

(d) Distributor shall not use the Motion Picture, or authorize the Picture to get used, in any
manner that is likely to bring Producer into disrepute or that is defamatory of any person.

The representations and warranties contained in this agreement shall survive the execution,
delivery, suspension and termination of this agreement.



11. INDEMNIFICATION: Each party agrees to defend, indemnify, and hold harmless, to the
fullest extent allowed by law, the other from and against any and all claims, liabilities, damages,
costs, and expenses arising from or related to any breach by the indemnifying party of any of its
undertakings, representations, or warranties under this Agreement, and/or arising from or related
to any and all third-party claims to which this indemnity will apply.



12. ERRORS AND OMISSIONS INSURANCE: The Producer has not obtained Errors and
Omissions insurance (hereinafter “E&O). If, however, demand is made by a sub-licensee or
distributor, Distributor may purchase an E&O policy from a qualified insurance company,
naming Distributor and each and all of the parties indemnified herein as additional named
insured(s). Distributor shall advance the cost of any E & O policy purchased, and shall recoup
such cost from Gross Receipts. Producer shall be added as an additional named-insured on any E
& O policy.




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13. DELIVERY AND ACCEPTANCE: On or before ________ ____, ____, Producer, at its
own expense, will deliver to Distributor the Delivery Items specified in Exhibit A hereto. Such
delivery shall consist of making physical delivery of all items to Distributor's head office.
Distributor shall have the right to inspect and examine all Delivery Items, documentation, and
publicity and advertising materials such delivered. If any said materials are not acceptable to
Distributor, Distributor will notify Producer of any technical problems or defects within ten (10)
business days, and Producer will promptly replace the defective materials. Distributor shall have
the right to terminate this Agreement if Producer has failed to cure any such defects within thirty
(30) days after notice thereof from Distributor. If no objection is made by the Distributor within
ten (10) business days of delivery of an item, the item will be deemed acceptable and not subject
to further objection.



14. DEFAULT/TERMINATION: This agreement may be terminated by either party upon
written notice if:

(a) either party breaches a material provision or defaults on its obligations under this agreement,
and upon written notification by the other party, fails to remedy such breach within (30) days;

(b) any representation or warranty made herein shall be found to be false, incorrect or misleading
in any material respect, by omission or otherwise.



15. NOTICES: All notices, correspondence, writings, statements, or other communication
required or permitted to be given hereunder by either of the parties to the other of them shall be
given, made or communicated, as the case may be, by personally delivering the same, by telex,
telegram or electronic facsimile transfer, or by certified mail, first-class, postage prepaid, return
receipt requested, addressed to the recipient as follows:

TO THE PRODUCER:

______________________________________________________ [PRODUCER’S ADDRESS]

TO THE DISTRIBUTOR:

___________________________________________________ [DISTRIBUTOR’S ADDRESS]

Both parties reserve the right to change the address of service at any time, with notice in writing
to the receiving party.




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16. NO PARTNERSHIP/JOINT VENTURE: Nothing contained in this Agreement shall
constitute a partnership or joint venture between the parties. Neither party shall become liable by
any representation, act, or omission of the other contrary to the provisions of this Agreement.



17. ENTIRE AGREEMENT: This Agreement constitutes the entire integrated agreement
between the parties regarding the Motion Picture and supersedes any and all prior agreements
and understandings thereto.



18. SEVERABILITY: In the event any provision of this Agreement is held void, invalid, or
unenforceable, such portion shall be deemed severed and the parties agree that the remainder of
this Agreement shall remain in full force and effect.



19. ASSIGNMENT: This Agreement will be binding upon, and will inure to the benefit of, the
parties hereto and their respective successors and permitted assigns. Neither party may assign
this Agreement without the prior written consent of the other provided that Distributor may
appoint sub-distributors and assign rights hereunder in the normal course, and Producer may
assign its right to monies



20. FORCE MAJEURE

Neither party hereto shall be responsible for any losses or damages to the other occasioned by
delays in the performance or non-performance of any of the said party’s obligations when caused
by Acts of God, strike, acts of war, inability of supplies or material or labor, or any other cause
beyond the reasonable control of the said party.



21. ARBITRATION AND JURISDICTION: This Agreement shall be interpreted in
accordance with the laws of the State of _____________________. Any controversy or claim
arising out of or in relation to this Agreement or the validity, construction or performance of this
Agreement, or the breach thereof, shall be resolved by arbitration in accordance with the rules
and procedures of AFMA. Such rules and procedures are incorporated and made a part of this
Agreement by reference. If AFMA shall refuse to accept jurisdiction of such dispute, then the
parties agree to arbitrate such matter before and in accordance with the rules of the American
Arbitration Association before a single arbitrator familiar with entertainment law. The arbitration
shall be final, binding and non-appealable. The arbitration will be held in _____________,
________ [CITY, STATE] and any award shall be final, binding and non-appealable. The Parties
agree to accept service of process in accordance with AFMA Rules.


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IN WITNESS WHEREOF, the parties have executed this Agreement as on the day and year first
written above.

________________________________
      "PRODUCER"



_________________________________
      "DISTRIBUTOR"



EXHIBIT A

Materials To Be Supplied:




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DOCUMENT INFO
Description: This document establishes an agreement between a distributor and a producer for the distribution of a motion picture in a specified territory. The producer grants the distributor a limited license to exhibit and broadcast the motion picture over the facilities of a television station. This document can be customized to specify the territory the distribution will cover as well as the costs and expenses associated with licensing. This document can be used by television stations or by producers that want to enter into an agreement for the distribution of a film within a territory.
This document is also part of a package Breaking into Media 12 Documents Included