Film Distribution Agreement

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Film Distribution Agreement Powered By Docstoc
					This is an agreement between a distributor and a film producer for the non-exclusive
right to distribute the film. The agreement covers all types of rights, including, but not
limited to theatrical rights, home video rights, free television rights, and pay-per-view
television rights. This agreement includes “Exhibit A” which can be customized by the
parties to determine which materials will be supplied to the distributor. This document
should be used by a film producer or a distribution company for the non-exclusive right
to distribute a film.

THIS FILM DISTRIBUTION AGREEMENT (herein referred to as the “Agreement) is made
and entered into this _____ day of _________________, 201_____(herein referred to as the
“Effective Date”), by and between: _________________ (hereinafter referred to as the
“Producer”), whose offices are located at _____________ [PROVIDE ADDRESS OF
PRODUCER], and _______________________ (hereinafter referred to as the “Distributor”),
whose offices are located at ___________________________________ [PRODUCE


WHEREAS the Producer has the exclusive right to distribute and otherwise exploit the
television Motion Picture entitled “________________________________” [PROVIDE
TITLE OF THE MOVIE] (hereinafter referred to as the “Motion Picture”);

AND WHEREAS the Producer wishes to appoint Distributor as the sole and exclusive
distributor of the Motion Picture in the Territory as herein defined.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
covenants and agreements herein and other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties agree as follows:


(a) Subject to the prompt payment of the Distribution Fees, Producer hereby grants to Distributor
the right, title, and interest in and to the distribution of the Motion Picture, its sound, and music
including the non-exclusive right, under Producer’s copyright, and to distribute, sub-distribute,
license, and market, and otherwise exploit the Motion Picture (collectively referred to as
“distribute”) in all languages and on all media, throughout the Territory and for the term set forth
herein. Distributor shall exercise the following rights in connection with the Motion Picture:

Without limiting the generality of the foregoing, or any other rights granted to Distributor
elsewhere in this agreement, Producer hereby grants to Distributor the following rights:

i) Theatrical Rights: All rights in and to the manufacture, distribution, exhibition, marketing and
other exploitation of the Motion Picture, its sound and music, by and relating to the projection of
visual images contained on positive film prints of any size or kind (including 70mm, 35mm and
16mm) whether in movie theaters, drive-ins or any other form of exhibition or distribution to
mass audiences.

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ii) Home Video Rights: All rights in and to the manufacture, distribution, exploitation and non
theatrical, non-admission, free home use, exhibition of the Motion Picture, its sound and music
(whether by sale or by rental) by means of any and all forms of videocassette, videodisc, video
cartridge, tape, CD or DVD, or other similar device (“Videogram”) now known or hereafter
devised and designed to be used in conjunction with a reproduction apparatus which causes a
visual image (whether or not synchronized with sound) to be seen on the screen of a television
receiver or any comparable device now known or hereafter devised. These rights also include
live or delayed streaming over the internet, and any similar downloading or retrieval method that
may be devised or used in the future.

iii) Free Television Rights: All rights in and to the distribution, exhibition, marketing and other
exploitation of the Motion Picture, its sound, and music by free television utilizing any means
and including without limitation, free television, by network, or syndicated UHF or VHF

iv) Pay Television/Pay Per View: All rights in and to the distribution, exhibition, marketing and
other exploitation of the Motion Picture, its sound and music by means of “Pay Television” as
that expression is commonly understood in the Motion Picture industry, and including without
limitation, cable, wire or fiber of any material, “over-the-air pay”, all forms of regular or
occasionally scrambled broadcast, master antenna, and multi-channel multi-point distribution,
satellite transmission and radio, all on a subscription, pay-per-view, license, rental, sale or any
other basis.

(b) Advertising

Distributor shall have the exclusive right throughout the territory during the Term to advertise
and publicize (or have it sub-distributors advertise and publicize) the Motion Picture by any and
all means, media and method whatsoever, including, by means of the distribution, exhibition,
broadcasting and telecasting of trailers of the Motion Picture, or excerpts from the Motion
Picture prepared by Distributor or others, subject to any customary restrictions upon and
obligations with respect to such rights as are provided for in the contracts in relation to the
production of the Picture.

(c) Editing:

i) Distributor, in its discretion, will have the right to: incorporate into the Motion Picture
preceding and/or following the main and end titles of the Picture and trailers thereof, and in all
advertising and publicity relating thereto, in such manner, position, form and substance as
Distributor may elect, Distributor's trademark, logo and presentation announcement, and the
designation of Distributor as the distributor of the Picture: any re-edit of the credit sequence will
be at Distributor's expense.

ii) Distributor's right to edit hereunder specifically exclude the rights to make alterations
whatsoever to the original negative and the Video Master of the Picture, to which Distributor
shall have lab access (irrevocable for the term of this Agreement) for duplication purposes only.

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iii) Distributor hereby indemnifies Producer for any losses incurred as a result of any liability
arising from Distributor's editing, adding, or changing material in the Picture .

(d) Licensing

Distributor has the right to grant licenses and other authorizations to one or more third parties to
exercise any or all of said rights and privileges provided herein, for any and all territories
throughout the territory. The Maximum term for any license granted by Distributor shall be
______________ year(s).

(e) No Further Rights: This agreement confers no right on the part of the Producer to use, or
authorize others to use the Picture or any of the rights granted Distributor, within the
Territory, which is not authorized by the Distributor hereunder, except Producer shall have the
right to exhibit the Picture in festivals, industry screenings and screenings for non-profit and/or
educational purposes.


All other rights not expressly written herein, including but not limited to, electronic publishing,
print publication, music publishing, live-television, radio and dramatic rights are reserved to the


Subject to the terms and conditions of this Agreement, Producer hereby grants to Distributor, an
exclusive license to distribute, advertise, and exhibit the Motion Picture in the Territory.
“Territory” means the world and, in all parts of the world (i) all ships and aircraft flying under
the flag of, or of the registry of, or licensed by, any country (or political subdivision of any
thereof) located in the Territory and all other ships and aircraft which are customarily booked or
serviced from any part of the Territory, and (ii) all diplomatic posts and camps, bases,
installations and reservations of the Armed Forces of each country located in the Territory.

Territory means and includes the following countries: ______________________________

{Instruction: Choose one of the above 2 paragraphs. If the 2nd choice is selected, make sure
to list all countries where Distributor will have rights as part of this agreement. Delete or
cross out the paragraph, above, that does NOT apply.}


The Term of this Agreement shall be _______________ year(s) commencing on the Effective
Date, unless sooner terminated in accordance with this Agreement. Upon the expiry of the Term,

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the agreement shall automatically renew for successive terms of one (1) year periods, unless
either party gives written notice of ninety (90) days' notice prior to the expiry of the Term or any
renewal period.


As consideration for its services, Distributor shall be entitled to retain ______% of Gross
Receipts, as its distribution commission (herein referred to as “Distribution Fees”). Such
Distribution Fees shall be inclusive of any sub-distribution or sub-agency fees.

“Gross Receipts” shall be defined to mean all monies actually received by Distributor or its sub-
distributors arising from the distribution of the Motion Picture throughout the Territory during
the Term. Gross Receipts do not include taxes paid, refunds, returns, collection costs incurred,
and any payment for duplication or manufacturing of materials.

“Direct Distribution Costs” means all reasonable and verifiable costs incurred in connection with
the promotion, distribution, exploitation, licensing or sale of the Motion Picture. Such expenses
include, long distance phone charges, photocopying, fax, shipping and courier charges, clearance
and brokerage fees, warehouse and handling charges, insurance, pro-rata share of Market
Expenses, bank transfer charges, promotional material. Such expenses shall not exceed 10% of
Gross Receipts.

Recoupable Expenses: Recoupable expenses shall mean all of Distributor's Direct Distribution
Costs actually spent on behalf of the Motion Picture limited as follows:

(a) Market Expenses: These expenses include all direct out-of-pocket costs to attend film
markets. Such expenses may include airfare, hotel, shipping, telephone and staff expenses
incurred to attend a film market. Distributor may recoup a total overall cap of no more than
$_____________ [PROVIDE MAXIMUM AMOUNT, e.g. $5,000] for any calendar year.
(b) Promotional Expenses: These expenses include the cost of preparing posters, one-sheets,
trailers and advertising. Distributor agrees to spend no less than $____________________ and
no more than $________________________ on promotional expenses. These expenses are
limited to direct out-of-pocket expenses actually spent on behalf of the Motion Picture. At
Producer's request, Distributor shall provide receipts for each and every expense; and Producer
will not have to reimburse said expenses without valid receipts. Recoupable promotional
expenses do not include any of Distributor's general office, overhead, legal or staff expenses or
expenses for attendance at any market.


All monies due and payable to Producer should be held in trust by Distributor. Producer shall
have a lien on Gross Receipts. All checks shall be made payable to _____________________
MONEY ON BEHALF OF PRODUCER.] All monies due Producer shall be paid when due.

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On any amounts 30 days past due, Distributor shall pay Producer interest at 10 percent per
annum or any maximum interest permitted by law


Gross Receipts shall be allocated as follows:

(a) Firstly to payment of Distribution Fees;

(b) Secondly to recoupment of Direct Distribution Costs

(c) The balance will be paid to Producer.

Any tax credits for withholding taxes shall be given to Producer.


The Motion Picture may be included in any of Distributor’s package with other motion pictures,
provided Distributor shall make a fair and reasonable allocation of revenues in light of the
commercial worth of all the motion pictures in the package. Whenever the Motion Picture is sold
as part of a package, Distributor shall disclose the licensee fee allocated to each motion picture in
the package.


(a) Distributor will Provide Producer a quarterly accounting statements commencing 45 days
after the first quarter after the initial release of the Picture takes place in any portion of the
territory. All monies due and payable to Producer pursuant to this Agreement will be paid
simultaneously with the rendering of such quarterly statements. Payments shall be made payable
to ____________________________________________. [PROVIDE NAME OF COMPANY

(b) Producer will be deemed to have consented to all accountings rendered by Distributor or its
assignees, or successors and all such statements will be binding upon Producer unless specific
objections in writing, stating the basis, are given by Producer.

(c) Distributor shall keep and maintain at its office until expiration of the Term and for a period
of five (5) years thereafter, complete detailed, permanent, true and accurate books of account
and records relating to the distributing and exhibition of the Motion Picture, including, but not
limited to, detailed collections and sales by country and/or buyer, detailed billings thereon,
detailed play dates thereof, detailed records of expenses that have been deducted from collections

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received from the exploitation of the Motion Picture, and the whereabouts of prints, trailers,
accessories and other material in connection with the Picture.

(d) Records shall be kept in accordance with Generally Accepted Accounting Principles
(GAAP). Producer shall be entitled to inspect such books and records of Distributor relating to
the Motion Picture during regular business hours and shall be entitled to audit such books and
records of Distributor relating to the Picture upon _________ business day(s) written notice to
Distributor and provided that not more one audit is conducted every twelve months during each
calendar year and further provided that such audit does not interfere with Distributor's normal
operations. Within Thirty (30) days of the completion of the audit, Producer will furnish
Distributor with a copy of said audit. In the event that the audit discloses that Producer has been
underpaid, Distributor shall reimburse Producer for all audit costs. Otherwise, all audit expenses
shall be borne by Producer. In the event that the audit discloses that Producer has been
underpaid, Producer may elect to conduct an additional audit during that same calendar year. If
any such subsequent audit in the same calendar year discloses an underpayment, Distributor shall
reimburse Producer for that audit's costs. Otherwise, all audit expenses shall be borne by


Producer represents and warrants, to the best of its knowledge and belief, and agrees as follows:

(a) Producer is duly organized under the laws of the State of ___________, has the full, complete
and unrestricted right and authority to enter into this Agreement and grant, sell, assign, transfer
and convey to the Distributor all rights and licenses herein contained for the Term and in the

(b) Producer owns or controls all the licenses, property and all other rights herein granted,
including, but not limited to, all rights of copyright, musical synchronization rights, still photo
rights, videotape licenses and other appropriate rights and licenses for the Motion Picture along
with the right to use the same in publicizing, advertising and exploiting the Motion Picture.

(c) Producer has not entered into, and will not enter into, any agreement which is inconsistent
with any of the provisions of this Agreement and will not exercise any right to take any action
which conflicts with, prejudices or derogates from the rights herein granted to Distributor.

(d) Producer has not sold, assigned, transferred, or conveyed and will not sell, assign, convey or
encumber to any party, any right, title, or interest in the Motion Picture or any part thereof.

(e) The rights granted hereunder to the Distributor are free of any claims, liens or encumbrance.
There are no claims, demands or actions instituted, pending or threatened against the Motion
Picture which if adversely determined, would impair or prevent the exercise by Distributor of its
rights hereunder.

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(f) Neither the Motion Picture nor any part thereof will violate or infringe any trademark, trade-
name, copyright, patent, literary, artistic, personal, private, civil or property right or the right to
privacy or any other right of any person, firm or corporation. The Motion Picture and the
publicity materials delivered by Producer will not contain any material which is libelous,
slanderous or defamatory.

(g) Producer has obtained, or will obtain on a timely basis and by no later than delivery of the
Motion Picture:
       (i) licenses or grants of authority to use the results of the services of performers,
       musicians and other persons connected with the production of the Motion Picture which
       are sufficient to permit Distributor to exercise all the rights granted under this
       Agreement; and
       (ii) the consent of persons to use their names, voices, likenesses and biographies for the
       purposes of advertising and exploiting the Motion Picture.
       (iii) a waiver of moral rights from all writers, composers and other persons having moral
       rights with respect to the Motion Picture.

(h) Distributor, in the exercise of its rights hereunder will not be requested to make any payment
to any third party involved in the production of the Motion Picture or who rendered services in
connection therewith, or any music performance fees, or to or on account of any union, guild or
other collective bargaining agent because of any exploitation by Distributor, and any such
payments shall be borne solely by Producer, and Distributor shall have no responsibility
whatsoever with respect thereto.

(i) The Motion Picture when delivered will be completely finished, fully edited and titled and
fully synchronized with language dialogue, sound and music and in all respects ready and of a
technical quality, adequate for network television exhibition. In spite of the above language in
this paragraph, Producer makes no representation about the suitability of any of the Motion
Picture's content, including but not limited to, use of profanity, nudity, violence, disturbing
themes or subject matter, which may or may not be appropriate for broadcast on network over-
the-air television, broadcast to an audience of children or other vulnerable populations, or other
similar restrictions. Distributor acknowledges that it is his or her or its sole responsibility to
fully review the Motion Picture and to ensure that any subsequent distribution comports with all
local, state, and federal laws.


Distributor represents and warrants, to the best of its knowledge and belief, and agrees as

 (a) Distributor is duly incorporated under the laws of ___________________, has the full,
complete and unrestricted right and authority to enter into this Agreement and it has taken all
necessary action to authorize the execution and delivery of this Agreement and the same does not
and will not violate any other agreement to which Producer is a party.

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(b) There are no claims, actions, suits, arbitrations or proceedings or investigations pending or
threatened against or affecting the Distributor’s ability to fulfill its obligations under this
Agreement, at law or in equity.

(c) Distributor is not unable to pay its bills in the regular course of business, is not insolvent, nor
is in danger of bankruptcy,

(d) All payments from Sub distributors and Licensees of the Motion Picture will be by check,
wire transfer, or money-order payable in the name of Distributor, and Distributor will not accept
any other consideration, whether cash, discounts on distributor’s other films, favors of any kind,
or any other form of consideration, from any Sub Distributor and Licensee in return for licensing
the Motion Picture.

(e) Distributor shall not use the Motion Picture, or authorize the Picture to get used, in any
manner that is likely to bring Producer into disrepute or that is defamatory of any person.
The representations and warranties contained in this agreement shall survive the execution,
delivery, suspension and termination of this agreement.


Each party agrees to defend, indemnify, and hold harmless the other (and its affiliates, and its
and their respective successors, assigns, distributors, officers, directors, employees, and
representatives) from and against any and all claims, liabilities, damages, costs, and expenses
(including reasonable attorneys’ fees and court costs) arising from or related to any breach by the
indemnifying party of any of its undertakings, representations, or warranties under this
Agreement, and/or arising from or related to any and all third-party claims to which this
indemnity will apply, and to afford the indemnifying party the opportunity to undertake the
defence of such claim(s) with the counsel approved by the indemnified party (which approval
will not be unreasonably withheld), subject to the right of the indemnified party to participate in
such defence at its cost. In no event shall any such claim be settled in such a way as which would
adversely affect the rights of the indemnified party in the Motion Picture without such party’s
prior written consent.


The Producer has not obtained Errors and Omissions insurance. If, however, demand is made by
a sub-licensee or distributor, Distributor may purchase an Errors and Omissions (E&O)
Insurance policy from a qualified insurance company, naming Distributor and each and all of the
parties indemnified herein as additional named insureds. The amount and coverage shall be for a
minimum of ______________ Million Dollars with respect to one occurrence and
_________________ Million Dollars in the aggregate. Distributor shall advance the cost of any
E & O insurance policy purchased, and shall recoup such cost from Gross Receipts. Producer
shall be added as an additional named-insured on any E & O insurance policy. The limits on
recoupable expenses do not apply to any payments for E & O insurance.

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On or before _________________, 201____, Producer, at its own expense, will deliver to
Distributor the materials specified in Exhibit A hereto. Such delivery shall consist of making
physical delivery of all Delivery Items listed in Exhibit A to Distributor's head office, provided
that for any original film or video master materials Distributor shall be given a lab access letter.

Distributor shall have the right to inspect and examine all Delivery Items, documentation and
publicity and advertising materials tendered as Delivery hereunder. If any said materials are not
acceptable to Distributor, Distributor will notify Producer of any technical problems or defects
within ten (10) business days, and Producer will promptly replace the defective materials.
Distributor shall have the right to terminate this Agreement if Producer has failed to cure any
such defects within thirty (30) days after notice thereof from Distributor. If no objection is made
by the Distributor within ten (10) business days of delivery of an item, the item will be deemed
acceptable and not subject to further objection. Acceptance by Distributor of less than all the
items required for Delivery and/or release of the Motion Picture prior to Delivery of all items
required shall in no event be construed to be a waiver by Distributor of Producer's obligation to
deliver any item not delivered.


(a) Distributor Default: If it is found and proven that Distributor has defaulted on its obligations
under this agreement, upon notification of that fact from Producer, Distributor will have thirty
(30) days to cure said default. If the default is not cured within the allotted period, the Producer
will have the right to initiate arbitration.

(b) Producer Default: Distributor shall notify Producer in writing of any alleged default
hereunder. Producer shall have thirty (30) days to correct alleged default before Distributor
initiates arbitration.

(c) Termination Rights: No failure by either party hereto to perform any of its obligations under
this Agreement shall be deemed to be a material breach of this Agreement until the non-
breaching party has given the breaching party written notice of its failure to perform and such
failure has not been corrected within thirty (30) business days from and after the giving of such
notice. In the event of an uncured material breach, either party shall be entitled to terminate this
Agreement (subject to arbitration) by written notice to the other party, obtain monetary damages
and other appropriate relief and, in the case of Producer, regain all of its rights in the Picture
subject to existing executory contracts and licenses respecting Picture.

(d) Either party shall terminate this Agreement by giving a notice to the other in the event either
Distributor or Producer files a petition in bankruptcy or consents to an involuntary petition in
bankruptcy or to any reorganization under Chapter 11 of the Bankruptcy Act.

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After any termination, all advertising materials and the right to use same to promote the Motion
Picture, will revert to Producer. Any artwork or copyrightable material commissioned by
Distributor shall be created pursuant to a written contract which states the work is a work-for-
hire and that Producer is owner of all rights therein. If under the applicable copyright for the
country in which any such work is created, ownership cannot be vested in Producer as a work-
for-hire, then Distributor shall have the creator of any work assign all rights to Producer in a
written instrument which shall be executed no later than when the work is delivered.


All notices, correspondence, writings, statements or other communication required or permitted
to be given hereunder by either of the parties to the other of them shall be given, made or
communicated, as the case may be, by personally delivering the same, by telex, telegram or
electronic facsimile transfer, or by registered or certified mail, first-class, postage prepaid, return
receipt requested, addressed to the recipient as follows:







Both parties reserve the right to change the address of service at any time, with notice in writing
to the receiving party.


Nothing contained in this Agreement shall constitute a partnership or joint venture between the
parties. Neither party shall become liable by any representation, act or omission of the other
contrary to the provisions of this Agreement.

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This Agreement constitutes the entire agreement between the parties regarding the Motion
Picture and supersedes any and all prior agreements and understandings thereto.
The failure at any time to require performance of any provision of this Agreement shall not affect
the full right to require such performance at any later time. The waiver of a breach of any
provision shall not constitute a waiver of the provision or of any succeeding breach.


In the event any provision of this Agreement is held void, invalid, or unenforceable, such portion
shall be deemed severed and the parties agree that the remainder of this Agreement shall remain
in full force and effect to the maximum amount permitted by applicable law.


This Agreement will be binding upon, and will inure to the benefit of, the parties hereto and their
respective successors and permitted assigns. Neither party may assign this Agreement without
the prior written consent of the other provided that Distributor may appoint sub-distributors and
assign rights hereunder in the normal course, and Producer may assign its right to monies


Neither party hereto shall be responsible for any losses or damages to the other occasioned by
delays in the performance or non-performance of any of the said party’s obligations when caused
by Acts of God, strike, acts of war, inability of supplies or material or labor or any other cause
beyond the reasonable control of the said party.


This Agreement shall be interpreted in accordance with the laws of the State of
_____________________. Any controversy or claim arising out of or in relation to this
Agreement or the validity, construction or performance of this Agreement, or the breach thereof,
shall be resolved by arbitration in accordance with the rules and procedures of American
Arbitration Association before a single arbitrator familiar with entertainment law. The parties
agree hereto that they will abide by and perform any award rendered in any arbitration conducted
pursuant hereto, that any court having jurisdiction thereof may issue a judgment based upon such
award. The arbitration shall be final, binding and non-appealable. The arbitration will be held in
THAT ANY DISPUTE WILL BE HEARD] and any award shall be final, binding and non-

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



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                                EXHIBIT A

Materials To Be Supplied:

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Description: This is an agreement between a distributor and a film producer for the non-exclusive right to distribute the film. The agreement covers all types of rights, including, but not limited to theatrical rights, home video rights, free television rights, and pay-per-view television rights. This agreement includes “Exhibit A” which can be customized by the parties to determine which materials will be supplied to the distributor. This document should be used by a film producer or a distribution company for the non-exclusive right to distribute a film.