Film Rights Option Agreement

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Film Rights Option Agreement Powered By Docstoc
					This is an agreement between a production company and the author of a screenplay.
The author grants an exclusive option to the production company to acquire all of the
rights, title and interest in the script for the purpose of producing a film. This agreement
is not an outright sale of the screenplay, rather, the author merely grants the production
company an option to purchase the screenplay. This document should be used by a
production company that wants to purchase an option or by an author who wants to
grant an option to purchase the screenplay.
                                 FILM RIGHTS OPTION AGREEMENT

This Film Rights Option Agreement (herein referred to as the "Agreement") is made and entered
into this ___ day of ____________, 20___ (herein referred to as the “Effective Date”), by and
between ___________________________________ (herein referred to as the "Company")
whose      offices    are   located   at     _________________________________            and
___________________________________ (herein referred to as the "Author") whose offices
are located at _______________________________, hereinafter collectively referred to as the
“Parties.”

         WHEREAS, the author is the sole owner of all of the right, title and interest in and to the
script titled “_______________________” (the “Script”);

        AND WHEREAS, the Company desires to produce and create a film based on the Script
written by the Author;

       AND WHEREAS, the Company desires to have certain options granted to it by the
Author and the Author desires to grant certain options in respect of the Script to the Author.

       NOW THEREFORE THIS AGREEMENT WITNESSES, that for good and valuable
consideration of the mutual covenants and agreements contained herein, the receipt and
adequacy of which is hereby acknowledged, the Company and the Author hereto covenant and
agree as follows:

I.       GRANT OF OPTION

1.01 The Author hereby grants an exclusive Option (the “Option”) to the Company, to acquire
all of the right, title and interest in and to the Script.

1.02 The Option shall include the exclusive right to produce and create a feature film (the
“Film”) based on the writings contained in the Script.

1.03 The Company’s right to produce and create a film based on the writings contained in the
Script may be produced on any one or more of the following means:

         A.       film;
         B.       digital;
         C.       DVD or Blu-ray disc;
         D.       compact disc, including but not limited to, computer disc or laser disc;
         E.       cassette;
         F.       theatrical;
         G.       multi-media; or
         H.       by such other means as the Company may determine.




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1.04 The Company shall have the right to develop and produce the film based on the Script in
any and all languages as the Company may in its sole discretion deem advisable.

1.05 The Company shall have the right to use the Script for the means of producing and
creating the film for television or radio purposes and shall have right to promote, advertise and
show the film in theatres or elsewhere.

1.06 The Company shall have the right and be permitted to release the film produced and
created based on the Script, by way of DVD, digitally via the web or other means of distribution,
video cassette or Blu-ray disc, or by such other means as the Company may deem advisable.

II.      CONSIDERATION TO BE PAID FOR OPTION

2.01 The Company and the Author hereby agree that the consideration to be paid by the
Company to the Author for the Option shall be the sum of __________________ ($__________)
Dollars (the “Consideration”).

2.02 The Consideration shall be paid by the Company to the Author upon execution of this
Agreement by way of certified check or bank draft, or by such other means as the Company and
the Author in writing may agree.

2.03         The Company agrees that the Author shall receive an amount equal to ________
(____%) percent of the Company’s share of net profits received by the Company.


III.     TERM OF OPTION

3.01          The Option granted herein by the Author to the Company shall commence on the
date of execution of this Agreement and shall continue in full force and effect for a term of
___________ (____) months/years (the “Term”) at which time the grant of the Option will be
terminated.

3.02           Prior to the termination of the Option granted herein by the Author to the
Company, the Company shall have the right to extend the Term of the Option granted herein for
a further term of __________ (___) months/years (the “Extended Option Period”), by providing
_________ (___) months advance written notice to the Author.

3.03           In the event the Company wishes to extend the Term of the Option, the Company
shall pay to Author the sum of ______________ ($_______) Dollars on or before the termination
date of the Option.

IV.      GRANT OF RIGHTS

4.01          The Author hereby grants, assigns and conveys to the Company any and all rights
the Author has in and to the Script throughout the Term of the Option and any Extended Option
period.



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4.02    The Author grants the right to the Company to adapt or modify the any and all content
contained in the Script for the sole purpose of the Company adapting the Script for any of the
propose uses contained in this Agreement.

4.03 The Author grants the right to the Company to use all or a portion of the content of the
Script for any promotion purposes the Company in its sole discretion deems advisable.

4.04 The Author grants the right to the Company to choose at the Company’s sole discretion a
title for the Script for the purpose of producing and creating the Film.

4.05 The right to use and display the name, voice, likeness and biographical material of the
Author for the purpose of promoting, publicizing and advertising of the Script, provided that no
commercial tie-ups, merchandising or endorsements shall be made by the Company using such
name, voice, likeness or biographical material without the Author’s prior written consent.

V.       ACKNOWLEDGEMENT OF AUTHOR

5.01 The Company will ensure that there is an on screen acknowledgement of the Author in
connection with the Film, which contributes acknowledgment to the Author of being the creator
and writer of the Script and is in compliance with Writer’s Guild of America standards.

VI.      REPRESENTATIONS AND WARRANTIES OF AUTHOR

6.01     The Author hereby represents and warrants to the Company as follows:

         A.      the Author is the sole creator and writer of the Script and has the full right, power
         and authority to enter into this Agreement with the Company and to grant the rights
         contained herein;
         B.      the Author has not and will not assign the rights in and to the Script to any other
         third party;
         C.      the Author has not and will not enter into any other agreement which may
         interfere with the rights granted herein to the Company;
         D.      the content of the Script is the original works of the Author and does not infringe
         or encumber the rights of any third party;
         E.      the content in the Script is not in any way unlawful; and
         F.      the Author is not engaged in or a party to any legal proceedings which could or
         will infringe upon the rights granted herein to the Company.

VII.     INDEMNIFICATION BY AUTHOR

7.01 The Author will indemnify and hold the Company and all of its directors, officers,
employees and agents, from and against any and all claims, actions, losses and expenses,
including reasonable attorney fees, for the breach of any of the representations and warranties
contained in Article VI hereof.




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VIII. DISPUTE RESOLUTION

8.01 The Parties hereto shall endeavor to resolve any differences of opinion which may arise
between them with respect to the provisions of this Agreement by negotiation between
themselves personally or with the assistance of their attorneys and unless in the opinion of any
party, acting reasonably, the matter in dispute is of such a significant nature to warrant it being
addressed otherwise, no party shall commence any public proceedings until the negotiations have
failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties
hereby agree to make themselves available on short notice and to negotiate promptly and in good
faith, any matter any party may wish to negotiate.

8.02 The Parties agree to obtain the assistance of a mediator should any party be of the opinion
that the assistance of a mediator would assist in an expeditious and amicable resolution of the
matter in dispute. The costs of any such mediator shall be shared equally by all of the Parties
involved in the dispute.

8.03 If negotiations are conducted with the assistance of a mediator and no agreement is
reached, the mediator shall be instructed to proffer no opinion as to the position maintained by
any party and to make no report unless directed to do otherwise, in writing, by all of the Parties.

8.04 The Parties hereto agree that no report of anything said or of any admission or
communication made in the course of the negotiations or mediation hereinbefore described shall
be used as evidence or shall otherwise be admissible in any legal proceeding, except with the
consent, in writing, of all of the Parties.

8.05 If in the opinion of any party, acting reasonably, it is unlikely to expect the matter in
dispute as between the Parties to be resolved by continued negotiations or continued mediation
as hereinbefore provided, or if the matter is of such a significant nature to warrant it being
addressed otherwise, then the matter in dispute shall be submitted to and shall be subjected to
binding arbitration pursuant to the rules of the American Arbitration Association. The prevailing
party shall be awarded reasonable attorneys’ fees and costs.

(or)

8.05 Each of the Parties in any suit, action or proceeding arising out of or relating to this
Agreement, irrevocably (i) submits to the jurisdiction of the State Courts of the State of _______
over any suit, action or proceeding arising out of or relating to this Agreement, (ii) waives to the
fullest extent enforceable under applicable law any objection which it may now or hereafter have
to the above venue of any such suit, action or proceeding and any claim that any such suit, action
or proceeding brought in such Court has been brought in an inconvenient forum, (iii) waives to
the fullest extent enforceable under applicable law any objection which it may now or hereafter
have to the above mentioned Court having jurisdiction of the Parties hereto and to the subject
matter of this Agreement, and (iv) acknowledges that a final judgment in any such suit, action or
proceeding brought in such Court, after all appropriate appeals, shall be conclusive and binding
upon it. In any suit regarding the Agreement, the prevailing party shall be entitled to reasonable
attorneys’ fees and costs.



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IX.      NOTICES

9.01     Wherever in this Agreement it shall be required or permitted that notice be given or
         served by either party to or on the other, the notice shall be in writing and shall be
         delivered personally to the party to whom it is given or sent by prepaid, registered mail,
         or by facsimile transmission, addressed as follows:

to the Company at:




         Attention:

         Fax: (____) ____________________

         with a copy to the Company’s Attorney at:




         Attention:

         Fax: (___)


to the Author at:




         Fax: (_____) ___________________


         with a copy to the Author’s Attorney at:




         Attention:



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         Fax: (___)

and each such notice shall be deemed given on the date of delivery in the case of delivery, three
(3) business days after mailing in the case of mail and two (2) hours after the time of
transmission in the case of facsimile transmission. This address and/or facsimile numbers may
be changed from time to time by either party by notice as above provided.

X.       GENERAL PROVISIONS

10.01 This Agreement constitutes the entire agreement between the Parties hereto with respect
to the specific subject matter hereof and supersedes all prior agreements or understandings of any
kind with respect to the specific subject matter hereof.

10.02 Headings are not to be considered part of this Agreement, and are included solely for
convenience of reference and are not intended to be full or accurate descriptions of the contents
of any section.

10.03 In this Agreement, words importing the singular number include the plural and vice
versa, words importing the masculine gender include the feminine and neuter genders; and words
importing persons include individuals, and proprietors, corporations, partnerships, trusts and
unincorporated associations.

10.04 The invalidity or unenforceability of any provision of this Agreement or any covenant in
it shall not affect the validity or enforceability of any other provision or covenant in it and the
invalid provision or covenant shall be deemed to be severed.

10.05 Subject to the provisions hereof, this Agreement may not be assigned, in whole or in part,
without the prior approval of all Parties hereto. Subject thereto, this Agreement shall inure to the
benefit of and shall be binding upon the Parties hereto and their respective successors, heirs,
executors, administrators, other personal and legal representatives (including trustees and
receivers in bankruptcy) and permitted assigns.

10.06 This Agreement may be executed in any number of counterparts, each of which when so
executed shall be deemed to be an original and such counterparts together shall constitute one
agreement deemed to be dated as of the date hereof.

10.07 This Agreement shall be governed by and construed in accordance with the laws of the
State of _________________.

               IN WITNESS WHEREOF the Parties have duly executed this Agreement under
their hands and seals as of the day and year first written above.

[COMPANY]




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Name:
Title:


[AUTHOR]



Name:




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DOCUMENT INFO
Description: This is an agreement between a production company and the author of a screenplay. The author grants an exclusive option to the production company to acquire all of the rights, title and interest in the script for the purpose of producing a film. This agreement is not an outright sale of the screenplay, rather, the author merely grants the production company an option to purchase the screenplay. This document should be used by a production company that wants to purchase an option or by an author who wants to grant an option to purchase the screenplay.
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