INTERNET FILM DISTRIBUTION AGREEMENT
THIS AGREEMENT made effective as of the _____ day of ______________, _______.
[NAME OF DISTRIBUTOR]
a ____________________ [insert state of Corporation] corporation
whose address for service is ___________________________ [insert address]
- and -
[NAME OF FILMMAKER]
an individual / a ____________________ corporation
whose address for service is ___________________________ [insert address]
WHEREAS Filmmaker has the exclusive right to distribute and otherwise exploit the short form entitled
“____________________________” (the “Film”);
AND WHEREAS Distributor owns and operates a website with the URL “___________________”, and
may establish other websites or other sites accessible via the Internet or other networks (any of which
websites are hereinafter separately or collectively referred to herein as the “Website” or “Websites”),
which offer short films and videos for streaming or downloading by Distributor’s subscribers
(“Customers”) in exchange for a monthly fee;
AND WHEREAS Filmmaker agrees to grant Distributor a non-exclusive license to distribute the Film to
its subscribers through the Website(s), all on the terms and conditions herein set forth;
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the mutual covenants
contained in this Agreement, the parties hereto agree as follows:
1. Grant of License
Filmmaker hereby grants Distributor a non-exclusive, worldwide, perpetual license to exploit the Film,
including without limitation:
(a) the right to distribute the Film via Distributor’s Website(s) for streaming and downloading over
the Internet for personal, private, non-commercial use by Customers (“Internet Uses”);
(b) the right to distribute the Film in any and all formats including, but not limited to, theatrical,
television, satellite, DVD, CD ROM, videotape and any other methodology now known or
hereafter devised (“Non-Internet Uses”);
(c) the right to authorize Customers to copy the Film onto a DVD, videotape or other format for
viewing on television, computer monitor or other personal, private, non-commercial use;
(d) the right to use portions of the Film and the names, images, likenesses and voices of individuals
appearing in the Film to promote and market both the Film and the Website(s);
(e) to sub-license the rights granted herein, in whole or in part, to third parties to enable Distributor
to exploit the Film in any manner that Distributor is authorized hereunder.
2. Delivery of the Film
Within ____ days following the execution of this Agreement, Filmmaker will deliver a copy of the Film to
Distributor in the following format(s): ______________________.
The term of this Agreement shall be for the full term of the copyright of the Film, so long as the copyright
exists in any country in the world.
4. Allocation and Payment of License Fees
4.1 Filmmaker Pool. License fees payable to all filmmakers whose films and videos are offered through
Distributor’s Website(s) are allocated from the subscription fees paid by Distributor’s Customers.
Subscription fees for Internet Uses and revenues generated by Non-Internet Uses are pooled (“Filmmaker
Pool”) and allocated among the filmmakers: (i) with respect to the Internet Uses, in proportion to the
number of times each particular film or video is streamed and/or downloaded, and (ii) with respect to
the Non-Internet Uses, as a percentage of the revenues collected in connection with each particular film
4.2 License Fees for Internet Uses. Distributor will calculate and pay the license fee due to Filmmaker
for the Internet Uses each calendar quarter as follows:
(a) The Filmmaker Pool for said calendar quarter will be determined by (i) calculating the total
receipts from Internet Uses and Non-Internet Uses (less any refunds), (ii) deducting Distributor’s
distribution fee of ________ percent (____%), and (iii) deducting Distributor’s costs of
maintaining and hosting the Website(s). The remainder will make up the Filmmaker Pool for said
(b) Points will be assigned to the Film based on the number of times the Film is streamed or
downloaded. ____ point(s) is assigned for streaming and ____ point(s) for downloading. No more
than _____ point(s) will be assigned to any one film if such film is streamed and/or downloaded
more than once by any one Customer during the calendar quarter. The Filmmaker Pool is
allocated among all films offered on the Website(s) in proportion to the number of points
assigned to each film.
4.3 License Fees for Non-Internet Uses. Distributor will pay Filmmaker the following percentages of
revenues received for Non-Internet Uses:
(a) ________ percent (____%) of the revenues received (less refunds) for licensing the Film directly to
(b) ________ percent (____%) of the revenues received (less refunds) for licensing the Film to third
parties who sub-license to end users.
4.4 Package Allocations. If the Film is licensed together with other films as part of a package,
Distributor shall use best efforts to allocate revenues, refunds and adjustments among all films in the
package in a commercially reasonable manner.
4.5 Payment. All sums owed to Filmmaker by Distributor hereunder will be paid within _______ days
of the end of each calendar quarter, provided that if the aggregate sum owing to Filmmaker for the
calendar quarter is less than ______________________ Dollars ($_______________), Distributor may delay
reporting and payment until the accumulated amount due to Filmmaker reaches at least $_____________.
4.6 Errors in Allocations. It is agreed that as long as Distributor uses commercial reasonable efforts to
allocate revenues correctly, Distributor will have no obligation to reallocate any amounts received and
disbursed in error. However, Filmmaker agrees that in the event Filmmaker is paid more than the
amount to which Filmmaker is entitled hereunder, Filmmaker will, upon demand, repay to Distributor
any such overpayment. Distributor will use best efforts to correctly reallocate any sums paid out in error
which are then repaid to Distributor by the recipient.
Within _________ days following the end of each calendar quarter, Distributor will provide Filmmaker
with a written report for such calendar quarter setting forth the following information:
(a) total revenues received from Customers for Internet Uses during the calendar quarter;
(b) total revenues received from Non-Internet Uses;
(c) amount of all refunds and adjustments applied against the amounts set out in (a) and (b) above;
(d) the calculation of the amount payable to Filmmaker (if any) for the calendar quarter.
If there is an amount payable to Filmmaker for the quarter, which amount totals at least $___________,
Distributor will remit payment to Filmmaker with the quarterly report.
6. Books and Records; Auditing
6.1 Books and Records. Distributor shall keep and maintain at its offices in the City of
________________________, complete, permanent and accurate books of account and other records
relating to the distribution, exploitation and licensing of the Film. The books of account and records shall
be kept and maintained in accordance with generally accepted accounting principles.
6.2 Filmmaker’s Right to Audit. Throughout the Term, Filmmaker shall have the right, no more
frequently than once per year and upon reasonable written notice and during customary business hours
and at Filmmaker’s sole expense, to audit Distributor’s books and records insofar as they relate to the
distribution, exhibition and exploitation of the Film. Filmmaker shall have the right to make extracts or
copies from such books and records, and Distributor will make its copying facilities available for this
purpose. In the event that an audit discloses that Filmmaker has been underpaid _______ percent (____%)
or more, Distributor shall pay Filmmaker the amount of the discrepancy and shall reimburse Filmmaker
for all audit costs. If the audit discloses an underpayment to Filmmaker of less than ________ percent
(____%), Distributor shall pay Filmmaker the amount of the discrepancy but shall not pay for any of the
7.1 Confidential Information. Filmmaker acknowledges and agrees that any and all confidential
information of and relating to Distributor’s business constitutes confidential and proprietary trade
secrets. “Confidential Information” shall include the following, to the extent that any of such has not been
publicly disclosed or is not in the public domain:
(a) sales and financial information including, but not limited to, subscription fees from Customers,
advertising revenues and information about the Website traffic;
(b) information about Customers;
(c) the terms of this Agreement and/or any other contracts or agreements between Distributor and
its employees, contractors, sub-licensees, dealers, suppliers and other parties.
7.2 Information Not Deemed as Confidential. Notwithstanding any other provisions of this Agreement,
Confidential Information shall not include:
(a) information which is, or subsequently becomes, within the knowledge of the public generally
through no fault of Filmmaker;
(b) information which Filmmaker can substantiate by written documentation was known to
Filmmaker at the time of receipt; or
(c) information which is subsequently obtained lawfully from a third party who had obtained the
information free of any confidentiality obligations.
7.3 Agreement Not to Disclose. Filmmaker agrees to keep any and all of the Confidential Information in
confidence and not use it or disclose it to any other person or entity except as reasonably required for the
purposes for which such Confidential Information was provided to Filmmaker by