JOINT VENTURE AGREEMENT TO DEVELOP FILM PROJECT
THIS AGREEMENT made effective as of the _____ day of ______________, 20____, (hereinafter referred
to as “the Agreement”),
[NAME OF FIRST CO-VENTURER]
a ____________ [insert state of Corporation] corporation
whose address for service is
__________________ [insert address]
(hereinafter “Co-Venturer #1”)
- and -
[NAME OF SECOND CO-VENTURER]
a _________________ [insert state of Corporation] corporation
whose address for service is
_________________ [insert address]
(hereinafter “Co-Venturer #2”)
(the above parties hereinafter collectively referred to as the “Co-Venturers”)
THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements
contained in this Agreement, the parties hereto agree as follows:
1. Purpose of Joint Venture
The parties hereby enter into a joint venture (hereinafter referred to as “the Venture”) for the term
described in Article 2 hereof, for the purpose of developing, producing and exploiting an original motion
picture currently entitled “__________________” [insert title] (hereinafter referred to as the “Picture”)
based on an original script by _____________________[insert author name] (hereinafter referred to as the
“Screenplay”). The Screenplay and/or Picture, and all ancillary rights therein and thereto are hereinafter
sometimes referred to collectively as “the Property”.
The term (“Term”) of the Venture shall commence as of the effective date of this Agreement and, unless
sooner terminated in accordance with the provisions hereof, shall continue for the longer of:
(a) the duration of any and all copyrights owned by the Venture in connection with the Property, or
(b) the aggregate term of any and all agreements relating to the Property.
3. Name of Joint Venture
The name of the Venture shall be ”______________” [insert name]. Upon execution of this Agreement, the
Co-Venturers may sign and cause to be filed or published in ____________ [insert City] a Certificate of
Fictitious Business Name indicating that the Venture will be conducting business under that name.
4. Title to Property of the Venture
Any and all property and assets of the Venture as well as all intangible rights, including without
limitation, all copyrights, trade names, and trademarks, in and to the Screenplay, the Picture, and all
other forms of exploitation of the Property, and all ancillary, merchandising, music, and book publishing
rights, shall be owned by, and title held in the name of, the Venture or its nominee.
5. Head Office
The location of the head office of the Venture shall be _______________ [insert address], or such other place
in ___________________________ as the Co-Venturers from time to time determine.
6. Contracts and Agreements
(a) All contracts or agreements to be entered into by, on behalf of, or for the benefit of the Venture
must be signed by both Co-Venturers hereto, it being understood that no Co-Venturer shall have
the right to bind the Venture with respect to the Property without the express written consent of
the other Co-Venturer. If any agreement or contract is entered into by one Co-Venturer without
the express written consent of the other Co-Venturer, the Co-Venturer purporting to enter into
such unauthorized contract or agreement on behalf of the Venture will indemnify and hold
harmless the non-contracting Co-Venturer from all claims, liabilities, damages and costs
(including attorney’s fees and court costs) arising out of or pertaining to such unauthorized
contract or agreement.
(b) The proceeds of any contracts entered into by any officer, director, or shareholder of any Co-
Venturer hereto for personal services of such person as a writer, producer, director, or otherwise
shall belong solely to such Co-Venturer.
7. Capital Contributions
(a) It is acknowledged that Co-Venturer #1 has contributed approximately ____________ DOLLARS
($____________) in capital needed to produce the Picture, and Co-Venturer #2 has contributed
approximately ____________ DOLLARS ($____________) in capital needed to produce the
Picture. An additional ____________ DOLLARS ($____________) is needed to complete the
Picture. Both Co-Venturers have contributed services.
(b) The Co-Venturers shall not be obligated to make any additional contributions to the capital of the
Venture. If a need for additional capital arises, each Co-Venturer may contribute such portion of
the total required sum required that such Co-Venturer in its sole discretion deems appropriate.
(c) In furtherance of sub-paragraph (a) above, Co-Venturer #________ hereby assigns, transfers, and
coveys to the Venture all of its respective rights, titles, and interests, including copyrights and all
extensions and renewals thereof, in and to the Screenplay pursuant to the terms of that
assignment attached hereto as Exhibit “A” and made a part hereof by reference thereto.
8. Allocations of Profits and Losses
The net profits or net losses of the Venture shall be allocated, credited, or charged as the case may be, to
the Co-Venturers ______ [insert percentages]. The terms “net profits” and “net losses” as used herein shall
be defined as gross receipts received by the Venture from any and all sources in connection with the
Screenplay, the Picture, the Property and all uses thereof and ancillary rights thereto (including, without
limitation, merchandising, music, and publishing), less the aggregate of all costs, charges, fees, and
expenses of the Venture, including, without limitation, third party gross or net profit participations. For
purposes of computing net profits and net losses, only the costs and expenses approved by both Co-
Venturers and incurred by any Co-Venturer directly on behalf of the Property or the Venture shall be a
charge against and shall reduce the gross receipts of the Venture in calculating net profits or net losses of
9. Tax Credits and Deductions
Any and all tax credits and/or deductions to which the Venture shall become entitled shall be allocated
equally between the Co-Venturers.
10. Books and Records
At all times during the term hereof, the Venture shall keep or cause to be kept, at the principal place of
business of the Venture or at such other place as the Venture may determine, books and accounting
records for the business and operation of the Venture. Such books shall be open to inspection by the Co-
Venturers, or their authorized representatives, during reasonable work hours. The accounting for
Venture purposes, including the determination of net profits and net losses, shall be in accordance with
generally accepted accounting principles consistently applied. The Venture shall engage the services of an
accountant who shall be selected with the mutual approval of both Co-Venturers.
11. Bank Accounts
(a) A capital account and an income account shall be set up and maintained for each Co-Venturer.
Each Co-Venturer’s distributive share of profits and losses, and monthly and end-of-year
withdrawals not previously posted shall be credited or debited to the respective Co-Venturer’s
income account as of the close of the calendar year. Thereafter, any debit or credit balance
remaining in the income account of a Co-Venturer shall be debited or credited, as the case may
be, to such Co-Venturer’s capital account.
(b) The fiscal year of the Venture shall run from January 1 to December 31 in each year. As soon after
the end of each fiscal year as is reasonably practical, a full and accurate accounting shall be made
of the affairs of the Venture as of the close of the fiscal year, and the net profit or the net loss
sustained by the Venture during such fiscal year shall be ascertained and credited or charged, as
the case may be, in the books of account of the Venture in the proportions hereinabove specified.
(c) At least once in each fiscal year, the Venture shall make distributions from the capital of the
Venture which are in excess of the reasonable needs of the Venture for working capital and
reserves, as mutually determined by the Co-Venturers in accordance with Paragraph
____________ (Distributions); provided, however, that so long as any Co-Venturer has any
indebtedness or other outstanding obligations to the Venture, any distribution that would
otherwise be made to such Co-Venturer shall first be applied toward any such indebtedness or
(d) All funds of the Venture shall be deposited in an account or accounts in the name of the Venture
at such bank or banks as may from time to time be selected by the Venture. All withdrawals from
any such account or accounts shall be made by check or other written instrument shall require
the signature of a representative of each of the Co-Venturers.
12. Management and Responsibilities of the Parties
The Co-Venturers shall have equal power, authority, and control over all creative, business, financial, and
legal matters in connection with the Venture and the development, production and exploitation of the
Property, and all subsidiary and ancillary rights thereto and all exploitation thereof, including, without
limitation, decisions regarding the budget, the motion picture studio and/or distributor, the name of the
Screenplay and the Picture, and director, cast, producer, music, writers, and the consideration for any
rights granted or services rendered hereunder by the Co-Venturers and others, and all such decisions
shall be made only by the unanimous agreement of the Co-Venturers. The foregoing provisions are not
intended to prevent or prohibit any Co-Venturer from engaging in discussions with third parties with
respect to the distribution of the Picture, provided the Co-Venturer fully discloses such discussions and
the parties thereto to the other Co-Venturer and consults with same. It is further agreed that, in
accordance with Paragraph 6(a), neither Co-Venturer shall have a right to legally bind the Venture to
commitments or contractual arrangements with any such motion picture distributor on behalf of the
Venture or with regard to the Property without the express written consent and signature of both Co-
(a) Provided the Picture is produced, and subject to the Writers Guild of America (“WGA”)
Minimum Basic Agreement, if it applies, ________________ [insert name] (hereinafter “the Script
Writer) shall be accorded writing credit on positive prints of the Picture, in the main titles, on a
separate card, and in paid ads and publicity concerning the Picture in substantially the following
“Written by _________________ [insert name]”
_________________ [insert name] and ______________ [insert name] will receive credit as
(b) Each of the aforementioned producers shall be accorded equal credit on positive prints of the
Picture in the main titles and in all advertising and promotion in respect of the Picture as
producers of the Picture.
(c) Credit on other forms of works embodying the Property including, but not limited to, television
programs and novelizations, shall be substantially the same as set forth above, unless otherwise
agreed between the Co-Venturers.
(d) No casual or inadvertent failure by the Venture to comply with the provisions of this Section, and
no failure by other parties to comply with their obligations to the Venture, shall constitute a
breach of this Agreement by the Venture. The rights and remedies of each of the aforementioned
credited parties in the event of a breach of this Section by the Venture shall be limited to their
rights, if any, to recover damages in an action at law, and in no event shall they be entitled by
reason of any such breach to terminate this Agreement or to enjoin or restrain the production,
distribution or exhibition of the Picture or any motion picture, television or other production
produced pursuant to this Agreement.
14. Warranties and Indemnification
(a) Each Co-Venturer hereby warrants and represents to the other that it:
(i) has the right and capacity to enter into this Agreement;
(ii) shall not encumber or sell any property, assets, or intangible rights of the Venture
without the written consent of the other Co-Venturer;
(iii) shall not assign, mortgage, hypothecate, or encumber its interest in the Venture without
the written consent of the other Co-Venturer;
(iv) shall not loan any funds or extend the credit of the Venture to any person or entity
without the written consent of the other Co-Venturer;
(v) shall not incur any cost, expense, liability, or obligation in the name of or on the credit of
the Venture without the written consent of the other Co-Venturer.
(b) Each Co-Venturer hereby indemnifies and holds harmless the other Co-Venturer from and
against all claims, liabi