VIEWS: 117 PAGES: 12 CATEGORY: Legal Forms POSTED ON: 5/19/2010
Prepare a Home Video Distribution Agreement for distributing feature length motion pictures to the home video market with this customizable template. - Exclusivity. The film's producer appoints the distributor on a exclusive basis to manufacture, distribute and exploit the producer's films on video, DVD, laser disc and all other media formats throughout a defined territory. - Acquisition Payment. The distributor will pay an advance acquisition payment per product, to acquire distribution and related rights for each of the producer's films. - Expenses. The distributor is entitled to recoup its distribution, marketing and promotional costs from gross receipts. - Trademarks.The distributor has the right to use the producer's trademarks and logos for advertising, publicity and promotional purposes, subject to the producer's approval of all materials bearing the producer's marks. - Delivery of Materials. The Agreement includes a delivery schedule for all materials to be delivered by the producer to the distributor, including film elements, sound tracks, composite prints, masters, scripts, cue sheets, notes, data, contracts, etc. This Home Video Distribution Agreement is provided in MS Word format, and can be edited as required to fit your specific circumstances.
DISTRIBUTION AGREEMENT THIS DISTRIBUTION AGREEMENT made effective as of the _____ day of ______________, _______. BETWEEN: [NAME OF PRODUCTION COMPANY] [address] (“Producer”) - and - [NAME OF DISTRIBUTOR] [address] (“Distributor”) WHEREAS Producer is in the business of developing, producing and acquiring feature-length theatrical motion pictures (hereinafter, the “Products”); WHEREAS Distributor is in the business of distributing feature length theatrical motion pictures and other productions in all media to the home video market; and WHEREAS Producer and Distributor desire to enter into an exclusive arrangement under which Distributor will distribute and exploit Producer’s Products, name and good will throughout the Territory (as defined below) in all forms of media and otherwise. NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual premises contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows: 1. Rights Granted Producer hereby grants, sells, sets over, and assigns to Distributor, throughout the Territory, the sole and exclusive right under copyright during the term hereof, to manufacture, distribute, advertise, publicize, promote, rent and sell all Products on video cassette (analog and/or digital) and all linear translations and forms (non-interactive) of video and optical disc (including but not limited to laser disc, CD-ROM and Digital Versatile Disc (“DVD”). 2. Term; Renewal The term of this Agreement shall be ____ year(s), commencing on _________ [insert date]. This Agreement shall be automatically renewed for an additional ____ year term unless terminated in writing by either party at least ninety (90) days prior to the expiration of the current term. 3. Territory The territory (“Territory”) is _______________________ [list countries making up the distributor’s territory]. The Territory shall also include ____________ [country] armed forces installations anywhere in the world, airlines and ships serviced out of _______________ [country], and other similar areas customarily included in such territories. Distributor specifically retains the right to distribute the Product in sub-titled and/or dubbed format(s). If Producer requests Distributor to distribute Product in a specified language (whether -2- sub-titled or dubbed), and Distributor declines to do so, Producer is free to license those specific limited distribution rights as to that individual Product in the specified language and/or format to another distributor. 4. Consideration On a motion picture-by-motion picture basis, gross receipts from the sale and exploitation of Products shall be payable as follows: (a) A total of $________ per Product shall be paid by Distributor to Producer as an Advance Acquisition Payment, as complete and total payment for the acquisition of distribution and related rights for each Product: (i) Fifty percent (50%) of the total Advance Acquisition Payment shall be paid by Distributor to Producer upon the complete delivery of materials for each Product; (ii) Twenty-five percent (25%) of the total Advance Acquisition Payment shall be paid by Distributor to Producer ________ days after the complete delivery of materials for each Product; (iii) The remaining twenty-five percent (25%) of the total Advance Acquisition Payment shall be paid by Distributor to Producer ________ days after the complete delivery of materials for each Product. (b) Distributor shall recoup from gross receipts all customary manufacturing, distribution, marketing, advertising and promotional costs and expenses directly paid or incurred, including but not limited to printing, packaging, duplication, shipping and delivery costs, residuals and marketing costs and expenses. The maximum allowable fixed marketing expense per Product shall be $_________. (c) All remaining gross receipts after the payments noted above shall be paid to Distributor. 5. Design, Duplication, Packaging Distributor shall perform all customary design, marketing, printing, packaging, duplication, shipping and delivery services in the regular course of business and shall recoup the same as set forth in Section 4. Producer shall supply Distributor, upon reasonable request (if available), and at no cost or expense to Distributor, design materials, artwork, films, slides, and the like for the purposes of box / sleeve design and advertising. 6. Representations and Warranties (a) Producer represents and warrants that it has the power to enter into this Agreement, that the execution of this Agreement has been duly authorized by all necessary corporate action of Producer’s directors and shareholders, and that Producer has the power to grant the rights set forth herein. (b) Distributor represents and warrants that it has the power to enter into this Agreement, and that the execution of this Agreement has been duly authorized by all necessary corporate action of Distributor’s directors and shareholders. (c) This Agreement constitutes a valid and binding obligation on each of the parties, enforceable in accordance with its terms. -3- (d) No suit, action, arbitration, or legal, administrative or other proceeding or governmental investigation is pending or threatened against or affecting either party, their respective business or properties, financial or other condition, or the transactions contemplated under this Agreement. (e) The exercise of any of the rights granted to Distributor hereunder will not violate the rights of any third party nor require Distributor to make any payment of any kind to a third party. Producer shall indemnify Distributor, its directors, officers, shareholders and employees from any claim inconsistent with this paragraph. 7. Intellectual Property; Credits (a) The parties agree that the trademarks and copyrights of each party shall be protected, and that credits and logos shall be appropriately utilized upon reasonable and appropriate notice thereof. (b) Distributor shall have the right to develop and distribute advertising, publicity and promotional materials relating to any Product and packaging therefor incorporating Producer’s trademarks, trade names, service marks and logos (“Marks”), provided that any such materials and packaging shall: (i) clearly identify the Marks used in such materials with a credit line denoting that the Marks are the mark of and used with the permission of Producer; (ii) be submitted to Producer for Producer’s prior written approval in each case at least ___ days prior to their intended distribution. Producer may disapprove any such use if such use jeopardizes the validity of any of the Marks, or does not conform to previously approved uses of the Marks, or does not conform to Producer’s standards. Except as otherwise provided herein, Distributor will not disseminate any materials or packaging that have not been approved by Producer. If Distributor does not receive either approval or disapproval for any materials submitted to Producer within _____ days from the date of submission of same, the materials shall be deemed approved by Producer. (c) Other than as expressly set forth herein, Distributor shall make no use of the Marks or any confusingly similar marks without the prior express written consent of Producer in each instance. Distributor shall not authorize or purport to authorize any third party to make any such use, and it will expressly provide in any applicable third party agreements that such parties will only be entitled to use such names and marks on materials supplied to them by Distributor in accordance with Distributor’s rights hereunder. 8. Miscellaneous Provisions (a) This Agreement and all schedules and attachments hereto constitute the final, complete and exclusive statement of the terms of this Agreement and supercede all prior and contemporaneous understandings or agreements between the parties, whether verbal or written, with respect to the subject matter hereof. (b) No party has been induced to enter into this Agreement by, nor is any party relying on, any representation or warranty outside of those expressly set forth in this Agreement. (c) This Agreement shall be governed by and construed in accordance with the laws of _______________. Any legal actions, claims or demands shall be handled in a court of competent jurisdiction within _________________. -4- (d) The parties intend that this Agreement shall survive the sale, license, lease, transfer or assignment of all or part of Producer’s interest in the Products. (e) All notices required or permitted to be given pursuant to this Agreement shall be delivered by hand to the party for which it is intended, or sent by facsimile transmission, electronic email or other form of transmitted or electronic message or personally delivered, sent by prepaid courier or registered mail directly to such party at the following addresses or at such other address as either party may stipulate by written notice to the other: If to Producer: [address] Attention: [name of contact person] [fax number] [email] If to Distributor: [address] Attention: [name of contact person] [fax number] [email] Notices shall be deemed to be received on the date of actual delivery or transmission. (f) This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument, which may be sufficiently evidenced by one counterpart. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first written above. [NAME OF PRODUCER] [NAME OF DISTRIBUTOR] By: By: Name & Title of Signing Officer Name & Title of Signing Officer -5- Schedule A DELIVERY SCHEDULE This Schedule A is attached to and incorporated into the Distribution Agreement between [Name of Producer] (“Producer”) and [Name of Distributor] (“Distributor”) dated _____________, with respect to the manufacture, marketing and sale of feature length motion pictures in various formats to the home video market (individually, a “Picture”). Producer agrees as a material obligation under the Distribution Agreement to make full and complete delivery of each and every item listed below to Distributor, to the location(s) designated by Distributor. Such delivery by Producer will consist of making physical delivery to Distributor or its designee, at Producer’s sole cost and expense (transportation costs prepaid). 1. (a) Complete 35mm Original Cut Negative of the full and final picture. This colour feature negative will be fully timed, assembled, conformed and complete in all aspects to the final composite release print including main and end titles. OR (b) Complete 35mm Digital Intermediate (D/I) Negative of the full and final picture. This colour feature negative will be fully timed, assembled, conformed and complete in all aspects to the final composite release print including main and end titles. Producer may decide between item 1(a) or 1(b) as applicable. If completing the film in D/I, Producer MUST have the full feature film D/I data stored on ‘Firewire’ drive or equivalent and physically delivered to Distributor unless otherwise instructed in writing by Distributor. 2. 35mm Interpositive manufactured from Item 1(a)– this MUST be 1 light. If the Picture is being completed in D/I, an interpositive is not required. 3. 35mm Dupe Negative (Internegative) manufactured from Item 2 – this MUST be 1 light. If the feature is in any other language than English, all appropriate English subtitles should be contained within this Facility. If the Dupe Negative is from a Digital source then it should be a one light facility containing NO light changes and should be on PolyEstar Film. If the Picture is being completed in D/I, this item is not required. 4. 35mm Textless Background Interpositive. If Item 1(a) or 1(b) contain any titles, captions, dialogue sub titles, additional textless elements will need to be provided of the same. These additional elements should be free of any written text, and be of at least double the length of the original texted section. Except for text, they will be fully timed, assembled, conformed and complete in all aspects to the sections they are to replace including all original optical negatives used. 5. Dolby Digital (or equivalent) Magnetic Optical Disk (MO) from which Item 6 has been manufactured and suitable for the striking of first class digital optical sound tracks. 6. 35mmDolby Digital (or equivalent) Optical Soundtrack Negative synchronized perfectly with Item 1(a), 1(b) or 2. This shall be fully mixed and balanced and contain all dialogue, sound FX and music contained in the final Release Print. 7. 35mm Composite Release Print manufactured from items 1(b) or 3 and 6. This print should be prepared for theatre projection. Wherever applicable, the following materials are to be delivered as DA88 cassette, Protools file or equivalent. -6- 8. 1 x 5.1 Printmaster as Lc/Rc/Ls/Rs/Sub (tracks 1-6) plus Dolby LT/RT on tracks 7&8 at 24fps to match the film reels. 9. 1 x 5.1 M&E mix as Lc/Rc/Ls/Rs/Sub (tracks 1-6) plus guide dialogue on track 8 and any options on track 7 to match the film reels. [6+2-track] 10. Unrestricted access to either Protels or DA-88 copies of the 5.1 stems. Music, effects and dialogue stems must be fully recorded, equalized and synchronized with the Picture and conformed in all respects to the Answer Print. 11. DAT or CD 2-track “stereo” copy of all music contained in or composed for the film. (this must be in its raw original form – i.e. without any fades, dips etc.) 12. HDCAM SR (High Definition Video Masters) of the film, first generation transfer from Item 2. The masters will contain, in perfect synchronization with the picture, the original stereo mix in the following configuration: Tracks 1 - 6: 5.1 Theatrical or DVD mix in L/R/C/Sub/LS/Rs format. Tracks 7 - 8: Lt/Rt Theatrical or DVD Mix. Tracks 9 -10: TV Lt/Rt mix Tracks 11-12: TV Stereo M&E Must include fully graded textless backgrounds for any sections with superimposed titles or text at the tail. The masters shall not contain reel breaks. Each master is to be delivered with a full technical evaluation report for the picture and audio quality and will be mastered to international standards and must have passed a 100% full quality control check before final delivery. The quality of the grading, pan & scan, framing etc must be approved by the Director, and Producer before delivery. The masters are to be delivered in each of the following formats: at 24FPS matching the print master. a. Full Frame – panned and scanned b. Original shooting aspect ratio c. 16x9 Full Height (Full Active Raster) 13. Digital Beta PAL down-convert made from Item 12a only. 14. Digital Beta NTSC down-coverts made from Item 12a only. 15. (Five) VHS or DVD of the feature made from Item ____. 16. 1 x 5.1 Printmaster as L/C/R/Ls/Rs/Sub (tracks 1-6) plus tracks 7&8 as the LT/RT mix conformed to PAL. Item 13 must be pitch corrected. 17. 1 x 5.1 Printmaster as L/C/R/Ls/Rs/Sub (tracks 1-6) plus tracks 7&8 as the LT/RT mix conformed to NTSC. 18. Export Script. Fully timed and spotted post-production dialogue continuity script containing all dialogue, narration, song vocals as well as the image and sound description corresponding to the final composite release print including the main and end titles and any sub-titles or other text that appears. If the dialogue of the Film contains any local colloquialisms, mannerisms or any other language other than English, the continuity is to contain a literal English translation. 19. Music Cue Sheet detailing all music contained in the picture (including title, composer/arrangers, publishers, copyright owners, performers, pre-recorded source references, usage category, duration and cues). -7- 20. All out takes, trims, spares, title, VFX, opticals, and TV cover shots as shall be reasonably required. Any cut or uncut footage or audio that can be used for the purpose of DVD extra material, TV spots or other promotional activities. An itemized list of reasonable detail is to be provided with the access documentation. 21. All relevant notes and data, edit decision lists, (EDL) used in the editing, grading and video mastering of the film. An itemized list of reasonable detail is to be provided with the access documentation. 22. All pre-mixes, stems, data, edit decision lists (EDL), used in the production of the final sound mixes. All location and additional sound recording created whether or not used in the final mix. An itemized lis
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