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Film Producer Agreement Template

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Film Producer Agreement Template Powered By Docstoc
					This is an agreement between a production company and a producer that specifies the
terms of employment for the producer in the creation of a motion picture. The
agreement contains a list of exhibits that the parties can customize to fit their specific
needs. The exhibits include the producer’s duties, the production schedule, the delivery
schedule, the approved budget and the payment schedule. This document is ideal for
production companies or producers to develop and create a motion picture.
                         PRODUCTION SERVICES AGREEMENT

This Production Services Agreement dated as of __________ (“Agreement”) sets forth the terms
of the agreement between _____________ (“Production Company”) with a principal address at
___________________________ and ________________ (“Producer”) with a principal address
at ________________________for the production services of Producer in connection with the
proposed theatrical motion picture currently entitled “_____________” (the “Picture”), based
upon ___________ [Instruction: specify whether the Picture is based upon concepts, life
story rights, a published book, a screenplay, or other materials] and other materials owned or
controlled by Production Company (the “Property”).

In consideration of the promises and covenants set forth in this Agreement, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
Parties agree as follows:

I.     PRODUCTION OBLIGATIONS & DUTIES

1.1     Production Services. Production Company engages Producer to perform all production
services that Production Company deems necessary, desirable or appropriate in connection with
the production, completion and delivery to Production Company of the Picture, including
without limitation, those services set forth in Exhibit “A” attached hereto (“Production
Services”). Producer shall perform its obligations hereunder to the best of its ability, in a
competent and professional manner and in accordance with each and all the terms and conditions
of this Agreement. Producer’s Services shall be rendered on a non-exclusive but first priority
basis to Production Company (i.e., no outside services shall prevent Producer from meeting the
Production Schedule or the Delivery Schedule attached hereto as Exhibits “B” and “C”
respectively).

1.2     Employment Contracts. As between Production Company and Producer, Producer shall
have all responsibility as employer of all persons whose services are to be rendered in connection
with the production of the Picture and/or as the contracting party in any agreements that
Producer may enter into with any person or entity with respect to the Picture. Production
Company shall have the right to approve all key terms of employment contracts to be entered
into by Producer in connection with the Picture, which contracts shall include, without limitation
(i) results and proceeds/work-for-hire language substantially similar to the language set forth in
Article VI of this Agreement and (ii) with respect to contracts for above-the-line personnel,
name, voice, and likeness grants in a form acceptable to Production Company. No contracts or
undertakings in connection with the Picture shall be terminated, canceled, modified or rescinded
in any manner that would or might prejudice the rights of Production Company hereunder and all
of Producer’s rights under such contracts or undertakings shall be freely assignable.

1.3     Clearances. Producer shall be responsible for obtaining all clearances, releases and
permissions required in connection with the production and exhibition of the Picture. The cost of
such licenses and clearances shall be included in the final approved production budget for the
Picture attached hereto as Exhibit “D” (“Approved Budget”) and Production Company shall have




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no other responsibility for any costs associated therewith. Producer’s indemnification of
Production Company shall include any claims arising from the use of any such cleared elements.

1.4     Insurance. Producer will obtain and maintain, throughout the duration of the production
of the Picture, appropriate insurance consistent with the requirements of Production Company to
cover all customary risks in connection with the performance of Producer’s obligations
hereunder, including without limitation, standard errors and omissions (including coverage for
defamation, invasion of privacy and infringement of copyright and other intellectual property)
cast, comprehensive general and automobile liability, third party property damage and Workers’
Compensation insurance. Producer’s insurance policies shall specifically name Production
Company as an additional insured and Producer shall furnish Production Company with
certificates of insurance (along with copies of all policies for such insurance) certifying that
Production Company is an additional insured under such policies and the amount and type of
such insurance.

1.5     Delivery. Producer agrees to deliver to Production Company the completed Picture
together with all of the physical elements relating thereto described in the Delivery Schedule,
within the time, in the manner and in accordance with the Delivery Schedule and as otherwise set
forth in this Agreement. Producer acknowledges and agrees that timely delivery of the Picture to
Production Company is of the essence of this Agreement.

II.    PRODUCTION SPECIFICATIONS

Producer shall cause the Picture to be produced in accordance with the following specifications
or such other specifications as Production Company designates in writing to Producer:

2.1    Approved Screenplay. The Picture shall be produced in accordance with the final
screenplay approved by Production Company.

2.2   Approved Budget and Schedules. The Picture shall be produced in accordance with the
Approved Budget, the Production Schedule and the Delivery Schedule.

2.3    Technical Aspects. The Picture shall conform in all technical respects, including
technical quality, with the standards generally required by Production Company.

2.4     Compliance with Laws. The Picture shall be produced in accordance with all applicable
laws, statutes, ordinances, rules, regulations and requirements of all governmental agencies and
regulatory bodies, unions and labor organizations, both domestic and foreign, having jurisdiction
with respect to the production of the Picture.

III.   COMPENSATION

3.1    Provided Producer fully performs all services and material obligations under this
Agreement and is not in material breach or default hereof, in consideration of the Production
Services and all rights granted to Production Company under this Agreement, Production
Company shall pay to Producer the sum of $ _______________ Dollars (“Cash Compensation”)



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in accordance with the Payment Schedule set forth in Exhibit “E” attached hereto. [Tip: the
Cash Compensation typically equals the amount of the Approved Budget, which is
inclusive of an agreed-upon fee for Producer’s Production Services]

3.2    Producer shall be responsible for all amounts in excess of the Approved Budget, unless
otherwise pre-approved in writing by an authorized representative of Production Company.
[Note: the Parties may negotiate with respect to the treatment of under-budget amounts.
The following language in such regard favors the Production Company: {Production
Company shall have the right to retain any under-budget amounts and Producer agrees to
return any unused portion of the Cash Compensation to Production Company promptly
upon Production Company’s request.}]

IV.    APPROVALS AND CONTROLS

4.1     As between Producer and Production Company, Production Company shall have all
creative, financial and business control in connection with the Picture, including without
limitation, the screenplay, budget, cast, director, production personnel, music, locations, film
laboratories, sound stages, post production facilities and all expenditures and other production
matters in connection with the Picture. Production Company shall have the right to have its
representative(s) present at all times during production and post-production of the Picture in
order to meaningfully exercise its approval rights. [Instruction: the following language is
optional: Notwithstanding the foregoing, Production Company shall grant Producer
meaningful consultation rights in connection with all key creative elements of the
Picture, provided that in the event of a conflict Production Company's decision shall
be final.]

V.     CUTTING AND EDITING

5.1     All cutting and editing of the Picture done prior to the delivery of the Picture to
Production Company shall be done under the supervision, direction and control of Production
Company. Production Company shall have the unrestricted right to cut and edit the Picture at
any time after delivery of the Picture to Production Company and Production Company shall
have final cut with respect to the Picture.

VI.    CREDITS

6.1     Prior to delivery of the Picture to Production Company, Production Company shall
deliver to Producer a statement in summary form setting forth the names of all persons and
entities that Production Company is contractually obligated to accord credit on screen or in paid
advertising for the Picture. Producer represents and warrants that the main and end titles of the
negative and pre-print materials for the Picture, when delivered, will contain all required,
necessary and proper credits for writers, actors, producers, directors and all other persons
appearing in or connected to the Picture, all of which shall have been approved in advance by
Production Company. Concurrently with delivery of the Picture to Production Company,
Producer shall deliver to Production Company a statement in summary form setting forth the
names of all persons and entities that Production Company is contractually obligated to accord



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credit on screen or in paid advertising for the Picture. All credits shall be subject to third party
requirements as well as any guild/union requirements and/or restrictions. [Instruction:
Producer may wish to have Production Company pre-approve Producer’s negotiated
credit(s) in this Paragraph]

VII.   OWNERSHIP

7.1      All artistic, literary, dramatic, musical or other materials submitted and/or prepared by or
on behalf of Producer in connection with the Picture or the Property (the “Materials”), together
with the results and proceeds of Producer’s Production Services (including any Production
Services rendered by Producer’s officers, directors, shareholders, employees, consultants, agents,
affiliates or other persons or entities engaged by Producer) under this Agreement (collectively,
the “Work”) are and shall be deemed a “work-made-for-hire” for Production Company, specially
ordered or commissioned by Production Company. Accordingly, Production Company shall be
considered the author and the sole and exclusive owner of the Materials, the Work and the
Picture (and all of the elements thereof) created by Producer. Production Company shall have
the exclusive right to own, control, license and maintain all rights of every kind in and to the
Materials, the Work and the Picture (and all the elements thereof). In the event that the
Materials, the Work or the Picture (or any elements thereof) are not deemed to be a work-made-
for-hire for Production Company, then Producer hereby irrevocably and exclusively assigns and
transfers to Production Company all right, title and interest in and to the Materials, the Work and
the Picture (and all elements of the foregoing) from the moment of their creation, throughout the
universe, in perpetuity, in any and all media now known or hereafter devised.

VIII. COPYRIGHTS

8.1     The Picture when delivered shall contain a copyright notice in the name of Production
Company or its designee. Producer shall execute and deliver to Production Company, if so
requested by Production Company. in form and substance satisfactory to Production Company,
certificates for recording in the United States Copyright Office confirming Production
Company’s or its designee’s ownership of the copyright in and to the Picture (and all elements
thereof). Nothing in this Agreement shall be construed as a transfer or mortgage of Production
Company’s interest in the copyright to the Picture, the Materials and/or the Work (or any
elements of the foregoing).

IX.    BOOKS AND RECORDS

9.1      Producer shall keep and maintain all books and records with respect to the production of
the Picture. Production Company or its designee shall have access to all such books and records
at all times reasonably required by Production Company and all such books and records shall be
subject to audit and inspection and copying by Production Company or its designee at any time
with reasonable prior written notice.

X.     TAKE-OVER RIGHTS




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10.1 If the production of the Picture falls materially behind schedule, not caused by delays,
decisions or inactions of the Production Company with respect to the Picture, or if Producer is
otherwise materially in default with respect to its obligations under this Agreement, Production
Company or its designee shall have the right, but not the obligation, to take over and complete
production of the Picture at any time. If Production Company exercises its takeover rights,
Production Company shall not have any obligation to pay Producer any Cash Compensation
under Article III.

XI.    REPRESENTATIONS AND WARRANTIES

11.1 By Production Company. Production Company represents and warrants that it is free to
enter into and fully perform the terms of this Agreement.

11.2   By Producer. Producer represents and warrants as follows:

       A.      Producer has the full right, power and authority to enter into and perform the
terms of this Agreement and to grant Production Company the rights granted herein.

        B.      There are and shall be no liens, claims or encumbrances of any nature in or to the
Picture, the Materials or the Work (or any part of the foregoing) which may in any way interfere
with or impair any of the rights granted to Production Company under this Agreement, or may
arise out of Production Company’s use and exploitation of the Picture, the Materials, the Work
or any rights in the foregoing.

        C.     Producer has not assigned, transferred or otherwise conveyed and will not assign,
transfer or otherwise convey any right, title or interest in or to the Picture, the Materials or the
Work (or any elements of the foregoing) to any person or entity.

        D.     Production Company shall have all rights in and to all literary, dramatic, musical
and other materials provided by Producer in connection with the production of the Picture
necessary for Production Company’s exercise of all rights in the Picture and all allied, subsidiary
and ancillary rights therein by any and all means and in any and all media now known or
hereafter devised throughout the universe and in perpetuity.

       E.      Prior to delivering the Picture to Production Company, Producer shall fully pay
and discharge all costs of producing, delivering or exploiting the Picture.

       F.       Except with respect to material supplied or added solely by or on behalf of
Production Company for incorporation into the Picture and incorporated into the Picture by
employees, officers or agents of Production Company (other than Producer), (i) the Picture, the
Materials and the Work (and each and all of the elements of the foregoing) are original with
Producer or are (or will be) fully cleared by Producer; (ii) the Picture, the Materials and the
Work (or any element thereof) shall not infringe upon or violate any copyright, patent, trademark
or other intellectual property rights of any person or entity; and (iii) to the best of Producer’s
knowledge in the exercise of reasonable prudence, the Picture, the Materials and the Work will
not infringe upon or violate any other personal or property rights of any person or entity



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(including but not limited to, any rights of privacy or publicity) or constitute a defamation
against any person or entity.

XII.   INDEMNIFICATION

12.1 Production Company’s Indemnification. Production Company shall indemnify, hold
harmless and, at no expense to Producer, defend Producer and Producer’s affiliates (if any), and
its and their respective directors, officers, employees, and authorized agents and other
representatives (each a “Producer Indemnified Party”) from and against any and all third-party
claims, demands, actions, suits, proceedings, damages, liabilities, losses, fines, penalties,
judgments, awards, settlements, costs and expenses (including attorneys’ fees and costs)
(collectively, “Third-Party Claims”), arising from, or related in any manner whatsoever to:
        i.      any actual or alleged breach of this Agreement, or violation of applicable law, by
                Production Company;
        ii.     any actual or alleged infringement or other violation of a third-party’s intellectual
                property rights by Production Company;
        iii.    any act or omission of Production Company or any person whose services or
                facilities shall be furnished by Production company in connection with the
                Picture; or
        iv.     breach or alleged breach of any of Production Company’s covenants, agreements,
                representations or warranties under this Agreement.

12.2 Producer’s Indemnification. Producer shall indemnify, defend and hold harmless
Production Company and its Related Parties against any and all suits, losses, liabilities, damages,
awards, claims, settlements, costs and expenses, including reasonable outside attorneys’ fees and
court costs that Production Company may sustain or suffer by reason of:
        i.      any actual or alleged breach of this Agreement, or violation of applicable law, by
                Producer;
        ii.     any actual or alleged infringement or other violation of a third-party’s intellectual
                property rights by Producer;
        iii.    material supplied to Production Company solely by Producer for incorporation
                into the Picture and incorporated into the Picture by employees or officers of
                Producer (other than Production Company);
        iv.     Producer’s distribution or exploitation of the Picture (or any element thereof); or
        v.      breach or alleged breach of any of Producer’s covenants, agreements,
                representations or warranties under this Agreement.

12.3        The right of either party (“Indemnified Party”) to indemnification and/or a defense
(collectively, “Indemnity”) hereunder by the other Party (“Indemnifying Party”) shall be
conditioned on the following: [Tip: Docstoc has several resources available regarding detailed
Indemnification Agreements including plug-in provisions that can that can be used in conjunction
with this Agreement].
        i.     The Indemnified Party must give the Indemnifying Party prompt written notice of
               the Third-Party Claim, for which it is seeking Indemnity, although the
               Indemnified Party’s failure to provide such prompt notice will not relieve the




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               Indemnifying Party of any obligation or liability under this Section except to the
               extent the Indemnifying Party has been materially prejudiced by such failure;
       ii.     The Indemnifying Party shall have sole control of the defense and any settlement
               or other resolution of such Third-Party Claim with legal counsel of the
               Indemnifying Party’s choice, so long as the representation is zealous, legal
               counsel is reputable, there is no conflict of interest in representing the
               Indemnified Party, and the Indemnified Party is recognized as the client of legal
               counsel;
       iii.    The Indemnified Party shall at all times fully cooperate with, and at the
               Indemnifying Party’s expense, provide such assistance as reasonably requested by
               the Indemnifying Party, in connection with any investigation or defense of such
               Third-Party Claim; and
       iv.     The Indemnified Party shall not enter into any settlement, compromise or other
               resolution of such Third-Party Claim, without the Indemnifying Party’s prior
               written consent, which shall not be unreasonably withheld or delayed.

12.4        Notwithstanding anything to the contrary herein, no compromise or settlement of any
such Third-Party Claim may be committed to by the Indemnifying Party without the Indemnified
Party’s prior written consent, unless:
        i.     it includes a full discharge and release of liability for the Indemnified Party; and
        ii.    it involves no admission or commitment by or on behalf of the Indemnified Party
               other than the payment of money to be fully indemnified hereunder by the
               Indemnifying Party.

12.5        As used herein, “affiliate” means any and all parties, who directly, or indirectly
through one (1) or more intermediaries, control, are controlled by, or are in common control
with, either party hereto.

XIII. BREACH; SUSPENSION; TERMINATION

13.1 Breach. No action or omission by either party shall constitute a breach of this Agreement
unless the non-breaching party first notifies the other party in writing setting forth the alleged
breach or default and such party does not cure the same within __________ [Instruction: Insert
period of time, for example, 10 days. Note, the Production Company may seek to reduce
the cure period if the exigencies of production require]

13.2 Suspension. If at any time prior to delivery of the completed Picture to Production
Company (i) Producer is in material breach or default hereunder; (ii) Producer is unable to
perform any material Production Services due to death, illness or other disability; or (ii) an event
of force majeure (as such term is customarily understood in the motion picture industry) occurs,
then Production Company shall have the right to suspend Producer’s Production Services. Any
such suspension shall end within __ weeks [Instruction: insert time period for example, 2
weeks or 4 weeks for default] after the cessation of the event. During the period of any
suspension, no Cash Compensation shall accrue, become payable or be provided to Producer.
Producer shall not render services for Producer or any third party during a suspension for
Producer’s default or disability, except that Producer may render services to third parties during



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any force majeure suspension, subject to Production Company’s right to require Producer to
resume services hereunder upon _______ [Instruction: insert time period for example 48
hours] prior notice.

13.3   Termination.

        A.      If Producer’s disability continues for a consecutive period in excess of ____
[Instruction: insert time period, for example, 10 days] or an aggregate period in excess of
___ [Instruction: insert time period, for example, 14 days] during the period of Producer’s
Production Services, or if a force majeure continues in excess of ________ [Instruction: insert
time period, for example, 6 consecutive weeks], or if there is a breach by Producer that
remains uncured pursuant to the terms hereof, Production Company shall have the right to
terminate this Agreement by written notice to Producer, which termination shall be effective as
of the effective date set forth in such notice. Termination of this Agreement for any reason shall
release and discharge Production Company from all further obligations whatsoever to Producer
and shall terminate any rights of Producer hereunder. Nevertheless, if the termination is not for
default by Producer, Production Company shall pay Producer any Cash Compensation due and
unpaid prior to the termination.

         B.     If Production Company terminates this Agreement, Producer shall promptly: (i)
deliver to Production Company all materials in its possession or under its control relating to the
Picture and the Production Services (including without limitation the Materials and the Works),
(ii) return any unaccrued Cash Compensation or other amounts advanced to Producer under this
Agreement that have not been expended prior to the date of termination, and (iii) assign (and
hereby does assign) to Production Company all of Producer’s right, title and interest in and to
any agreements entered into by Production Company in connection with the Picture, the
Materials and/or the Works and to the extent not heretofore assigned, any other right, title or
interest of Producer in or to the Picture, the Materials and/or the Works (including, without
limitation, any copyrights therein).

XIV. NO OBLIGATION

Nothing in this Agreement shall obligate Production Company to actually utilize Producer’s
services or to exploit the results and proceeds of Producer’s Production Services hereunder or to
produce or exploit the Picture, and Producer shall not be entitled to any damages or other relief
by reason thereof. Production Company may terminate Producer’s Production Services without
legal justification or excuse and Production Company shall have no further obligations to
Producer in connection with the Picture, except to any accrued but unpaid compensation owed, if
any, prior to Production Company’s discontinuing Producer’s Production Services hereunder.

XV.    REMEDIES/WAIVER OF INJUNCTIVE RELIEF

Producer acknowledges that in the event of a breach of any of Production Company's
obligations under this Agreement, the damages (if any) caused to Producer thereby is not
irreparable or otherwise sufficient to give rise to a right of injunctive or other equitable relief.
Producer's rights and remedies in the event of a breach of this Agreement by Production



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Company shall be limited to the right, if any, to recover damages in an action at law and
Producer shall not be entitled to any equitable relief to restrict or interfere with the right of
Production Company to produce, distribute, market or exploit the Picture (or any portion
thereof) o r other productions produced pursuant to this Agreement or contemplated herein
(including, but not limited to, derivative works) and the ancillary rights therein or to otherwise
exploit or exercise any of the rights granted to Production Company hereunder.

XVI. ADVERTISING, PUBLICITY & CONFIDENTIALITY
[Tip: The parties should consider whether a separate confidentiality or mutual non-disclosure
agreement (often referred to as an NDA or MNDA) should be negotiated and executed between
the parties if confidential information is to be exchanged during any stage of the relationship.
Such an agreement is intended to impose binding obligations of confidentiality. Docstoc has a
variety of non-disclosure agreements available.]

Production Company or its designees shall have the sole and exclusive right to advertise and
publicize the production of the Picture and all elements thereof. Producer shall not authorize the
issuance of any advertising or publicity relating to the Picture without Production Company’s
prior written consent, except for incidental, non-confidential, non-derogatory mention in
Producer’s personal publicity. All terms of this Agreement are confidential between Production
Company and Producer.

XVII. FURTHER INSTRUMENTS

Producer will from time to time upon Production Company’s request, execute, acknowledge and
deliver such instruments as may be necessary and proper to evidence, maintain, effectuate and or
defend any and all rights of Production Company under any provision of this Agreement.

XVIII. RELATIONSHIP OF PARTIES

18.1 Agency. The relationship of the Parties is the same relationship as between parties to a
business contract. Nothing contained in this Agreement, and no action by any party, shall be
deemed to: (i) create between them an employer-employee or principal-agent relationship or
partnership, joint venture, association, or syndicate; or (ii) confer on any party any right, power
or authority to enter into any agreement or commitment, whether express or implied, or to incur
any obligation or liability on behalf of the other party. Neither party shall hold itself out as the
agent of the other Party, nor imply, nor fail to correct a misunderstanding, that there is an agency
relationship between it and the other Party.

18.2 Non-Exclusive Relationship. At all times during the Term hereof and thereafter,
Production Company and Producer shall each enjoy a non-exclusive relationship in all respects
under this Agreement.

XIX. ASSIGNMENT; BINDING EFFECT; NO THIRD PARTY BENEFICIARIES

19.1 Production Company may assign, transfer, license, delegate and/or grant all or any part of
its rights, privileges and properties under this Agreement to any person or entity. Except for



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assignment to Production Company, Producer acknowledges that Producer’s services hereunder
are of a special, unique and unusual character and therefore Producer shall not assign, transfer,
license, delegate or grant all or any part of its rights or obligations hereunder to any other person
or entity without the written consent of Production Company. Subject to the foregoing, this
Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, successors and assigns. There are no third party
beneficiaries, actual or intended, under this Agreement.

19.2 Any attempt to assign this Agreement or any of the rights or obligations hereunder in
violation of this Article shall be null and void and, at the Non-Assigning Party’s election,
grounds for the immediate termination of this Agreement for cause.

XX.     GENERAL

20.1    Governing Law.

This Agreement shall be governed by and construed in all respects in accordance with laws of the
______ of ___________________,            as they apply to agreements entered into and to be
performed entirely within ___________ between ____________ residents, without regard to
conflict of law provisions and shall be treated, in all respects, as a _____________ contract.

20.2    Venue.

The venue for any action or claim at law or in equity hereunder shall be exclusively in and with a
court having jurisdiction over __________ County, __________ , if disputes are to be resolved in
Court, if at all, as set out elsewhere herein, or if arbitration or mediation is to occur, if at all, as set out
elsewhere herein, that shall be in the same location, and the Parties irrevocably consent to the
exclusive personal jurisdiction of such federal or state courts or arbitrators. (If this Agreement is
silent regarding resolution of disputes other than by a court of law or equity of competent jurisdiction,
then the first resort will be to a court of competent jurisdiction.) The Parties further agree and hereby
consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with
respect to, venue and jurisdiction in _________County, _____ . Notwithstanding anything to the
contrary any party may seek preliminary or permanent injunctive relief or restraining order arising out
of or related to this Agreement from any court of competent jurisdiction, which rights and remedies
shall be cumulative and in addition to any other rights or remedies at law or in equity to which any
Party may be entitled.

20.3    Dispute Resolution.

[TIP: This section deals with how disputes are to be resolved. How would the Parties like to resolve
disputes, should any arise? While everyone usually hopes to avoid disputes and breaches of contract
those can arise for various and many reasons, including because the agreement is ambiguous or
uncertain in some respect, or a party is negligent or willfully acts contrary to one or more terms or
provisions of an agreement. There are various important choices available to the Parties in resolving



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disputes, conflicts and breaches or violations of this Agreement that the Parties are not able to resolve
consensually by themselves or through their respective representatives or attorneys. These include
mediation, non-binding arbitration, binding arbitration, and judicial litigation. While this Agreement
anticipates that the parties will engage in judicial litigation, and contains a very simple provision about
that, you may wish to consider the other options as well. Docstoc has several resources available
regarding dispute resolution including plug-in provisions for mediation, non-binding arbitration,
binding arbitration, and judicial litigation available here]

The Parties 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. If there is no resolution then the Parties agree that any dispute, claim, or action hereunder
shall be resolved exclusively in and with a court of law or equity having jurisdiction over the Parties
and subject matter.

20.4    Attorneys’ Fees.

In the event of litigation or arbitration relating to the subject matter of this Agreement, the
prevailing party shall have the right to collect from the other party its reasonable costs and
necessary disbursements and attorneys' fees incurred in enforcing this Agreement.

20.5    Notices.

Any notice required, permitted to be given, or otherwise given hereunder may be effectively given by
letter delivered either by personal delivery, registered mail certified return receipt requested, postage
prepaid, or delivered by overnight delivery service, or by facsimile machine upon receipt from the
sender of a confirmation of receipt, or by other electronic means so long as the recipient has
acknowledged receipt (for purposes of this section an automatically generated receipt confirmation
does not qualify as acknowledgement of receipt), addressed to the recipient as follows:

In the case of Production Company:
    Production Company
    Attn: _____________
    _____________________________
    _____________________________
    Tel: __________________
    Fax: __________________
    Email: _______________________

In the case of Producer:



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   Producer
   Attn: _____________
   _____________________________
   _____________________________
   Tel: __________________
   Fax: __________________
   Email: _______________________

20.6   Construction.

If there is any controversy regarding this agreement or the terms of this Agreement, this
Agreement, will be deemed to have been drafted by all parties herein and will not be strictly
construed as against any party. The parties have been made aware of their right and opportunity
to consult with independent legal counsel and have either done so, or knowingly waive the right
to do so. Further, the parties acknowledge that they have engaged in negotiations to reach this
Agreement.

20.7   Headings.

The headings for sections herein are for convenience only and shall not affect the meaning of the
provisions of this Agreement. Such headings shall not be deemed to govern, limit, modify or in
any other manner affect the scope, meaning or intent of the provisions of this Agreement or any
part thereof, nor shall they otherwise be given any legal effect.

20.8   Amendment/Modification.

No modification, revision, supplementation, abrogation, termination, extension, waiver, or
amendment to or of this Agreement, or any other agreement between the Parties, (including any
attachments or exhibits) or any of its provisions, may be made, and any attempts shall not be binding,
unless agreed to by duly authorized representatives of the Parties, in writing, executed, as set forth
below in this section. There shall be no oral agreements regarding the subject matter of this
Agreement, or any other purported agreement between the Parties . Electronic writings, including e-
mail messages, text messages, tweets, instant messages, etc., their contents, and any attachments or
links, and any prior or subsequent communications including oral discussions or negotiations
concerning some or all of this Agreement , or any other purported agreement between the Parties, are
not intended to represent and do not reflect an offer or acceptance to enter into (or amend, modify,
revise, terminate, abrogate, extend, waive a breach or damages of, etc.) a binding contract, transaction
or agreement, and are not intended to and do not bind any Party to this Agreement, except as set forth
below in this section. Absent the written electronic express statement to the contrary as set out below,
it is the express intention of the Parties, and the Parties agree, with regard to or concerning this
Agreement, or any other actual or purported agreement between the Parties, that the Parties may
determine that they wish to attempt to negotiate and enter into written agreements that are binding,
that amend, modify, supplement, revise, terminate, abrogate, extend, waive a breach or damages, of
this Agreement, or any other purported agreement between the Parties, however, the Parties intend
and will continue to intend that there shall be no contract formations, waivers, revisions,
modifications, supplementations, abrogations, extensions, amendments, or modifications, without one



© Copyright 2013 Docstoc Inc.                                                              13
or more formal written documents executed with holographic signatures by hand with ink pen on
paper (aka “wet signatures” or “pen on paper signatures”), or by means of formal secure digital
signature contract execution (such as by Docusign, or Adobe eSignature) (“secure digital signatures”),
signed by duly authorized representative of each of the Parties. Any (alleged) communication to the
contrary in the past, now or future, is not binding on any Party to this Agreement. The written
express statement mentioned above ("electronic express statement") shall be the following, or that
which expresses the same intent as the following: “I expressly intend that this shall constitute an
electronic signature to a writing thereby [forming, modifying, amending, abrogating, granting an
extension in relations to, or waiving a breach to] a binding [contract or agreement].” For purposes of
any agreement, a formal written document on paper with wet signatures (pen on paper signatures) or
secure digital signatures and otherwise consistent with the requirements herein, which is transmitted
by facsimile, the internet, or any cell/wireless/mobile telephone system, or the like, as an image or .pdf
document is valid when signed by pen on paper, or secure digital signatures, by all parties to be
charged. The parties expressly state and intend that emails / texts / tweets / instant messages, etc., sent
or received - even when there are multiples or combinations of these - do not include all of the
essential or material terms required in order for there to be a legally binding agreement or contract
between the Parties, agree that there is no meeting of the minds, and, regardless, are ineffective for
purposes contract formation, modification, amendment, waiver, revision, supplementation, abrogation,
extension, etc., without the electronic express statement mentioned above. No addition to or
modification or consensual cancellation of this Agreement, notice or statement shall be binding unless
made in one or more formal written documents consistent with the pen on paper signatures, secure
digital signatures, or "electronic express statement" requirements herein.                Any purported
communication to the contrary is not binding.

No waiver of any breach of any provision of this agreement, notice or statement shall constitute a
waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and
no waiver shall be effective unless made in writing and wet signed by pen on paper, secure digital
signatures, or electronic express statement as set out herein.

20.9    Waiver.

A waiver by any Party of any provision of this agreement in any instance shall not be deemed to
waive it for the future. A Party’s failure to insist on strict compliance with any of the terms of
this agreement on one or more occasions is not a waiver of any rights or obligations under this
Agreement.

20.10 Severability.

Each of the provisions of this Agreement (and each part of each such provision) is severable from
every other provision hereof (and every other part thereof). In the event that any provision (or
part thereof) contained in this Agreement or the application thereof to any circumstance shall be
invalid, illegal or unenforceable, in whole or in part, and to any extent: (i) the validity, legality or
enforceability of such provision (or such part thereof) in any other jurisdiction and of the
remaining provisions contained in this Agreement (or the remaining parts of such provision, as
the case may be) shall not in any way be affected or impaired thereby; (ii) the application of such
provision (or such part thereof) to circumstances other than those as to which it is held invalid,



© Copyright 2013 Docstoc Inc.                                                                 14
illegal or unenforceable shall not in any way be affected or impaired thereby; (iii) if possible,
such provision (or such part thereof) shall be construed or re-written as closely as possible to
conform to the intent of the parties, in which instance parole or extrinsic evidence may be
considered to do so; (iv) if not susceptible to such construction, such provision (or such part
thereof) shall be severed from this Agreement and ineffective to the extent of such invalidity,
illegality or unenforceability in such jurisdiction and in such circumstances; and (v) the
remaining provisions of this Agreement (or the remaining parts of such provision, as the case
may be) shall nevertheless remain in full force and effect.

20.11 Survival of Obligations.

Those sections of this Agreement, that should logically survive termination or expiration of this
Agreement, shall survive termination or expiration of this Agreement.

20.12 Entire Agreement.

This Agreement constitutes the entire agreement between the Parties and supersedes all prior
agreements, representations, warranties, statements, promises, information, arrangements and
understandings, whether oral or written, express or implied, with respect to the subject matter hereof.
The Parties shall not be bound or charged with any oral or written agreements, representations,
warranties, statements, promises, information, arrangements or understandings not specifically set
forth in this Agreement. This agreement has been carefully drafted and the Parties are convinced that
this document completely and clearly expresses their intentions. Further, the Parties place great value
on the quick and inexpensive resolution of any dispute that may arise between them concerning this
contract or the subject hereof. Therefore, the Parties agree that: (i) all disputes concerning this
agreement or the subject matter hereof shall be resolved as provided herein; (ii) this Agreement
constitutes the sole agreement among the Parties, and supersedes any and all prior or
contemporaneous oral or written agreements, promises, or understandings among them, pertaining to
the matters contemplated in this Agreement; (iii) no express or implied representations, warranties, or
inducements have been made by any party to any other party except as set forth in this Agreement;
(iv) this Agreement may not be amended, added to, or altered except by a writing duly executed by
each of the Parties hereto, as set forth herein; and (v) no parole or extrinsic evidence whatsoever may
be introduce or considered in any judicial or arbitration proceeding involving this agreement, for any
purpose, including to interpret, explain, clarify, or add to this Agreement, except in any instance in
which a provision is found in whole or in part to be invalid, illegal or unenforceable and subject to
severability and the arbitrator or court undertakes to re-write or construe the severed provision as
closely as possible to conform to the intent of the Parties. For avoidance of doubt and for clarification,
the primary subject matter of this Agreement concerns and relates to Confidential Information. While
this Agreement also involves the Purpose – as it concerns or relates to Confidential Information - ,
should there be any pre-existing or subsequent written agreements between the Parties, regarding the
Purpose or otherwise, then obviously this Agreement cannot and does not constitute the entire
agreement regarding the Purpose. And while this Agreement may contain a provision concerning



© Copyright 2013 Docstoc Inc.                                                                15
formation, amendments, etc., with regard to other existing, future, or purported agreements, and that is
binding, if such a provision exists that is a subject matter of this Agreement.

20.13 Counterparts.

This Agreement, may be executed in several counterparts, each of which shall constitute an
original and all of which, when taken together, shall constitute one and the same agreement,
including the judicial proof of any of the terms hereof. A photocopy, fax copy, or electronic
image copy, which depicts the inclusion of one or more signatures by pen on paper, shall be
deemed an original.


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

       Production Company                      Producer
       Per:                                    Per:



        Name: __________________               Name: _____________________
        Title:                                 Title: ____________________
I have authority to bind Production Co.        I have authority to bind Producer.




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                                      EXHIBIT A
                                 PRODUCTION SERVICES



[For Example:

   1. conducting auditions and screen tests for proposed artists and other cast members and to
      fill the various roles for the Film,


   2. surveying places for shooting locations,


   3. assembling the crew members,


   4. photography of the Film,


   5. supervising and assisting in the editing and sound mixing,


   6. assisting in the selection of music for the Film,


   7. assisting in the supervision of the final dubbing and scoring,


   8. all other post-production requirements of the Film, and


   9. perform such other Services as may be reasonably required by the Production Company
      and are usually and customarily performed by producers in the motion Film industry.]




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                                     EXHIBIT B
                                PRODUCTION SCHEDULE




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                                     EXHIBIT C
                                DELIVERY SCHEDULE




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                                    EXHIBIT D
                                APPROVED BUDGET




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                                    EXHIBIT E
                                PAYMENT SCHEDULE




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DOCUMENT INFO
Description: This is an agreement between a production company and a producer that specifies the terms of employment for the producer in the creation of a motion picture. The agreement contains a list of exhibits that the parties can customize to fit their specific needs. The exhibits include the producer’s duties, the production schedule, the delivery schedule, the approved budget and the payment schedule. This document is ideal for production companies or producers to develop and create a motion picture.