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This is an agreement between a distributor and a production company for the exclusive distribution rights of a motion picture film within a specified territory. These rights include theatrical distribution, television distribution, and home video distribution. This agreement can be customized to define the exclusive territory, the length of the agreement, the distribution fees, and the payment due dates. This agreement can be used by production companies or by distributors that want to enter into an agreement for the mass distribution of a motion picture within a specific territory.
This is an agreement between a distributor and a production company for the exclusive distribution rights of a motion picture film within a specified territory. These rights include theatrical distribution, television distribution, and home video distribution. This agreement can be customized to define the exclusive territory, the length of the agreement, the distribution fees, and the payment due dates. This agreement can be used by production companies or by distributors that want to enter into an agreement for the mass distribution of a motion picture within a specific territory. THEATRICAL DISTRIBUTION AGREEMENT THIS THEATRICAL DISTRIBUTION AGREEMENT (herein referred to as the “Agreement) is made and entered into this _________________ day of _____________________________, 20_____(hereinafter referred to as the “Effective Date”), by and between: _______________________________________ (hereinafter referred to as the “Production Company”), with offices located at ________________________________ _____________________________________ , and __________________________________ (hereinafter referred to as the “Distributor”), with offices located at _____________________ ____________________________________________. RECITALS WHEREAS the Production Company has the exclusive right to distribute and otherwise exploit the Motion Picture entitled “________________________________” (hereinafter referred to as the “Motion Picture”); AND WHEREAS the Production Company desires to appoint Distributor as the sole and exclusive distributor of the Motion Picture in the Territory defined below, subject to the terms and conditions of this Agreement NOW THEREFORE THIS AGREEMENT WITNESSETH that for in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows: 1. GRANT OF RIGHTS The Production Company hereby grants to Distributor the following rights for the theatrical, television and home video distribution with respect to the Motion Picture, and any trailers, sound and music excerpts and clips of such Motion Picture, in any and all languages and versions, including dubbed, subtitled and narrated versions, throughout the Territory and for the Term of this Agreement. The rights granted hereunder shall include without limitations the following exclusive rights:, (a) Titles: right to use the title of the Motion Picture by which the Motion Picture is or may be known or identified. (b) Music and Lyrics: right to use and to perform any and all musical compositions, lyrics contained in the Motion Picture in connection with the distribution, exhibition, advertising, publicizing and exploiting of the Motion Picture © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 2 (c) Versions: right to make any dubbed, sub-titled and close captioned versions and super imposed versions of the Motion Picture and the trailers thereof in any and all languages for use in the Territory. (d) Modifications: right to make any changes, modifications, alterations, additions, deletions and eliminations from the Motion Picture and any trailers thereof. HOWEVER, the credits, English- language title, and copyright notice shall not be changed or altered or deleted unless as previously approved by Production Company in writing. (e) Advertising and Publicity: right to publicize, advertise and exploit the Motion Picture throughout the Territory during the Term of this Agreement, including without limitation the following: (i) Literary Material - to publish or authorize others to publish in any language and in any forms like books, newspapers, magazines, trade periodicals and in all other media of advertising and publicity whatsoever the synopses, summaries, adaptations, and stories of and excerpts from the Motion Picture and from any literary or dramatic material upon which the Motion Picture is based; (ii) Radio and Television - to broadcast or authorize other to broadcast by means of radio and television for the purpose of advertising in any language, any parts or portions of the Motion Picture not exceeding _____________ minutes in length, and to use any literary or dramatic material upon which the Motion Picture was based; and (iii) Names and Likenesses – to use and authorize others to use the name, physical likeness and voice of any person rendering services in connection with the Motion Picture for the purpose of advertising, publicizing or exploiting the Motion Picture. (f) Use of Name and Trademarks: right to use Distributor’s or any of the Distributor’s licensees name and trademarks in a manner, position and form as the Distributor may elect on the prints of the Motion Picture and in the trailers thereof, and in all advertising and publicity relating thereto. (g) Commercials: to permit commercial advertisements to be exhibited during and after the exhibition of the Motion Picture. (h) Trailers: To cause trailers of the Motion Picture and prints thereof to be manufactured, exhibited and distributed by every means, medium, process, method and device now or hereafter known. 2. RIGHTS FREE AND CLEAR The Production Company warrants that the rights granted by Production Company to Distributor under this Agreement are free and clear from any and all claims, encumbrances or defects of any nature and the Production Company agrees that it will not perform any act by which any of the rights, licenses, privileges and interests granted under this Agreement will be encumbered, diminished or impaired. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 3 3. TERRITORY Subject to the terms and conditions of this Agreement, Production Company hereby grants to Distributor, an exclusive license to distribute, advertise, and exhibit the Motion Picture in the following Territory: “Territory” shall mean and include the following countries: ________________________ _________________________________________________________________________ 4. TERM The Term of this Agreement shall be _______________ years commencing on the Effective Date, unless sooner terminated in accordance with this Agreement. Upon the expiry of the Term, this agreement shall automatically renew for successive terms of one (1) year periods, unless either party gives Thirty (30) days written notice of non renewal prior to the expiry of the Term or any renewal period. 5. RESERVATION OF RIGHTS Production Company reserves any and all rights not granted hereunder including but not limited to use the Motion Picture for non-theatrical distribution. 6. DISTRIBUTION FEES, COSTS AND EXPENSES 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 mean all monies actually received by Distributor from the distribution of the Motion Picture throughout the Territory and during the Term of this Agreement. Gross Receipts do not include any taxes paid, refunds, returns, collection costs incurred, and any payment for duplication or manufacturing of materials. 7. PAYMENTS/LATE PAYMENTS All monies due and payable to Producer under this Agreement should be held in trust by Distributor. Production Company shall have a lien on the Gross Receipts received by the Distributor. All checks due Production Company shall be made payable at the following address: _____________________ All monies due Production Company shall be paid as and when due. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 4 Any amounts _____________ days past due, Distributor shall pay Production Company interest at the rate of ______________ percent per annum or any maximum interest permitted by law 8. REPORTS AND ACCOUNTING Distributor shall deliver to Production Company at Production Company’s address set forth in the introductory paragraph, a quarterly written statement showing all the Gross Receipts received and costs if any, deducted during the period to which the statement pertains. Production Company’s share of Gross Receipts shall be forwarded by check along with such quarterly reports. Distributor shall report all frozen, blocked or incapable of being remitted funds, if any, in such reports. At Production Company’s Request, Distributor shall promptly supply Production Company with a copy of any license agreement under which any third party acquires any rights in and to the Motion Picture. 9. INSPECTION AND AUDITING Distributor shall keep and maintain at its head offices, a complete and accurate books of account and records relating to the distribution, exploitation and licensing of the Motion Picture. Such books of account and records shall be kept and maintained in accordance with generally accepted accounting principles. For the Term and for a period of one year after the expiration of the Term, the Production Company upon giving 5 business day’s written notice, shall have access to such books and records for the purposes of conducting an audit. Production Company and its agents shall have the right to make any extracts or copies of such books and records. Production Company acknowledges that the books of account and records of the Distributor may contain certain confidential trade information. Neither the Production Company nor the Production Company’s representatives shall reveal or use any facts or information collected from any inspection of the Distributor’s book of accounts and records hereunder. 10. REPRESENTATIONS AND WARRANTIES Production Company represents and warrants, to the best of its knowledge and belief, as follows: (a) Production Company is duly organized under the laws of the State of ___________, and the Production Company has the full, complete and unrestricted right and authority to enter into this Agreement and to grant, sell, assign, transfer and convey to the Distributor all rights and licenses herein contained for the Term and in the Territory. (b) Production Company is the sole and absolute owner of the Motion Picture or the Production Company controls all the licenses, property and all other rights granted under this Agreement, including, but not limited to, all 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 for the purpose of publicizing, advertising and exploiting the Motion Picture. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 5 (c) Production Company has not entered into, and will not enter into, any agreement or arrangement which is inconsistent with any of the provisions contained in this Agreement and agrees not to exercise any right and to take any action which may conflict with, prejudices or derogates from the rights herein granted to Distributor. (d) Production Company 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, proceedings instituted, pending or threatened against the Motion Picture which would impair or prevent the Distributor to exercise its rights under this Agreement. (f) The Motion Picture or any part thereof will not violate or infringe any trademark, tradename, copyright, patent, literary, artistic, or the right to privacy or any other right of any person, firm or corporation. Further, the Motion Picture and the publicity materials delivered by Production Company will not contain any material which is libelous, slanderous or defamatory. (g) Production Company shall obtain all licenses or grants to use the results of the services of performers, musicians and other persons connected with the production of the Motion Picture; and the consent of persons to use their names, voices, likenesses and biographies for the purposes of advertising and exploiting the Motion Picture; and a waiver of moral rights from all writers, composers and other persons having moral rights with respect to the Motion Picture. (h) Distributor, will not be responsible to make any payment to any third party involved in the production of the Motion Picture or to persons who rendered services in connection therewith, or to make any payments on account of any union, guild resulting from the exploitation of the Motion Picture by Distributor, and any such payments shall be borne solely by Production Company, and Distributor shall have no responsibility whatsoever with respect thereto. Distributor represents and warrants, to the best of its knowledge and belief, and agrees as follows: (a) Distributor is duly incorporated under the laws of ___________________, and the Distributor has the full, complete and unrestricted right and authority to enter into this Agreement and the Distributor has taken all necessary action to authorize the execution and the execution of this Agreement does not and will not violate any other agreement to which Production Company is a party. (b) There are no claims, actions, suits, arbitrations or proceedings or investigations pending or threatened against or affecting the Distributor’s ability to perform its obligations under this Agreement, at law or in equity. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 6 (c) Distributor is not unable to pay its bills in the regular course of business, is not insolvent or in danger of bankruptcy, (d) All payments by the sub-distributors and Licensees of the Motion Picture will be made by check, wire transfer, or money-order payable in the name of Distributor, and Distributor acknowledges and agrees not to accept any other consideration, in any form 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 others to use the Motion Picture, in any manner that is likely to bring disrepute to the Production Company or which is defamatory to any person. The representations and warranties contained in this agreement shall survive the execution, delivery, suspension and termination of this agreement. 11. INDEMNIFICATION Distributor shall defend, indemnify and hold harmless Production Company, its officers, directors and employees from and against any demand, claim, action, liability, damages, cost and expense (including reasonable attorney fees) arising out of or in connection with Distributor’s breach of any of the representations, warranties or provisions contained in this Agreement, provided Production Company has promptly notified Distributor of any such demand, claim etc. and that Distributor has the right to participate in the defence and approve any settlement thereof. Production Company shall defend, indemnify and hold harmless Distributor, its sub-distributors and licensees and its and their respective officers, directors and employees from and against any demand, claim, action, liability, damages, cost and expense (including reasonable attorney fees) arising out of or in connection with Production Company’s breach of any of the representations, warranties or provisions contained in this agreement; provided that Distributor shall promptly notify Production Company of any such demand, claim etc. and that Production Company shall have the right to participate in the defence and approve any settlement thereof. 12. ERRORS AND OMISSIONS INSURANCE The Production Company has not obtained any Errors and Omissions insurance. In the event if, any 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 the Distributor and each and all of the parties indemnified herein as additional named insureds. 13. DELIVERY AND ACCEPTANCE © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 7 On or before _________________, Production Company at its own expenses shall deliver to Distributor all the materials specified in Exhibit A attached hereto. Such delivery shall be made by physical delivery of the items to Distributor’s head office, provided Production Company gives the Distributor a lab access letter. Distributor shall have the right to inspect and examine all items, documentation and publicity and advertising materials delivered by the Production Company in pursuant to this Agreement. If any said materials are not acceptable to Distributor due to any technical problems or defects, Distributor shall notify Production Company of any such problems or defects within ten (10) business days from the receipt thereof, and Production Company will promptly replace the defective materials. Distributor shall have the right to terminate this Agreement if Production Company has failed to cure any such defects within thirty (30) days after notice 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 to be accepted and it is not subject to any further objection. 14. DEFAULT/TERMINATION This agreement may be terminated by either party upon written notice if: (a) either party breaches a material provision or defaults on its obligations under this agreement, and upon written notification by the other party, fails to remedy such breach within (30) days; (b) any representation or warranty made under this Agreement is found to be false, incorrect or misleading in any material respect, by omission or otherwise. 15. RETURN OF ADVERTISING MATERIALS Upon termination or expiration of this Agreement, all materials provided by the Production Company and the right to use such materials to promote and exploit the Motion Picture will revert to Production Company. 16. NOTICES 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: TO THE PRODUCTION COMPANY: _____________________________________ © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 8 _____________________________________ TO THE DISTRIBUTOR: _____________________________________ _____________________________________ Both parties reserve the right to change the address of service at any time, with notice in writing to the receiving party. 17. NO PARTNERSHIP/JOINT VENTURE 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. 18. ENTIRE AGREEMENT 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. 19. SEVERABILITY 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. 20. ASSIGNMENT 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 the Distributor may appoint sub-distributors and assign rights hereunder in the normal course, and Production Company may assign its right to monies © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 9 21. FORCE MAJEURE 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. 22. ARBITRATION AND JURISDICTION 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 AFMA. Such rules and procedures are incorporated and made a part of this Agreement by reference. If AFMA shall refuse to accept jurisdiction of such dispute, then the parties agree to arbitrate such matter before and in accordance with the rules of the 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 _____________________ and any award shall be final, binding and non-appealable. The Parties agree to accept service of process in accordance with AFMA Rules. IN WITNESS WHEREOF, the parties have executed this Agreement as on the day and year first written above. ________________________________ “PRODUCTION COMPANY” _________________________________ “DISTRIBUTOR” © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 10 EXHIBIT A Materials to Be Supplied: © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 11
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