|This written agreement will confirm the basic terms between HOLLYWOOD PRODUCTION COMPANY, a partnership consisting of HOLLYWOOD PRODUCER and PRODUCING PARTNER (herein called "Producers") and SALLY SCREENWRITER and PETER PARTNER (herein called "Writers").
1. Option. For good and valuable consideration, the receipt of which is acknowledged, the Writers grant to Producers the exclusive and irrevocable right and option to purchase from the undersigned the rights to the original, unpublished screenplay entitled "MY FIRST BIG SALE" (herein called "Property") written by Writers.
Producer is granted a (12) month exclusive option (herein "Option") to purchase all motion picture, television, ancillary and exploitation rights and the customary merchandising rights to the Property. The consideration for the Option is Two Thousand Dollars (2,000) and is due upon execution of this document.
Producers may extend the Option for an additional six (6) months upon payment of an additional One Thousand (1000). In addition, if the producers have obtained a development and/or production commitment, either the producers or its assignee shall have the right to further extend the option for one additional period of one (1) year for the amount of two thousand dollars (2000.00).
2. Purchase price. Upon exercise of the Option or start of principal photography of the first production (theatrical, television, direct to video), which ever occurs first, Producer will pay a cash purchase price equal to two percent (2%) of the direct cost budget of the Picture. The term "direct cost budget" shall be deemed to mean the final approved (and bonded, if a completion guarantor guarantees completion) "going in" budget of the Picture, excluding all finance costs, interest charges, completion bond fees, contingency amounts and deferments.
3. Credit. Producers agree to determine the Writers' credit using the same guidelines used by the Writers Guild of America Basic Agreement.
4. Net Profits. If the writers receive sole story and screenplay credit, the producers shall pay the writers 3% of 100% of the net profits derived from any motion picture produced hereunder. In the event that the writers receive shared story and screenplay credit, said percentages of net profits will be 2%.
5. Sequels/Remakes. Producers shall have the right to make sequels, remakes and one or more television series based upon the screenplay optioned herein, provided that there shall have first been produced a television, theatrical or other feature length motion picture under the terms of this agreement. In the event that the writers have received sole story and screenplay credit for the motion picture, producers shall pay the writers, with respect to any sequel, 50% of the cash sums paid with the respect to the first production and 1% of the net profits of such remake. With respect to a remake, 33 1/3% of the cash sums paid with respect to the first production and 1% of the net profits of such remake. With respect to any television series, the per episode royalty will be in accordance with the industry standard.
6. Short Form Assignment. If Producers shall exercise the Option, Producers shall have acquired all of the Rights, and the Assignment attached hereto shall be deemed effective, and Producer may date, detach and file the same in the United States Copyright Office. Owner will duly execute, acknowledge and deliver to Producer, in form approved by Producer, any and all further assignments or instruments which Producer may reasonably deem necessary to carry out and effectuate the purposes and intent of this Agreement. If the Option is not exercised, this Agreement shall be deemed terminated and all right, title and interest in and to the Property shall remain Owner's sole property, and the Assignment shall be void.
Writers represent that they have the right to enter into and to perform this agreement and to grant all rights granted hereunder. Writers own all rights to the Property free and clear of any liens, encumbrances, claims or litigation and Writers have full right and power to make and perform this agreement.
The parties intend to enter into a more formal agreement consistent with the terms of this purchase agreement and containing such other terms and conditions as are customary in option agreements in the motion picture and television industry.
This agreement shall be construed and governed by the laws of the State of California and the invalidity and unenforceability of any provision hereof shall not affect the validity or enforceability of any other provision.
Any disputes arising out of or relating to this agreement or any breach thereof will be settled by arbitration in accordance with the Rules of the American Arbitration Association.
IN WITNESS WHEREOF, the parties hereunto set their respective hand and seal this ________day of January, 1998.
For good and valuable consideration, receipt of which is acknowledged, SALLY SCREENWRITER and PETER PARTNER (collectively, "Owner") assigns to a partnership consisting of Hollywood Producer and Producing Partner ("Purchaser").
1. The copyright and all rights thereunder, whatsoever in, to and with respect to the original screenplay entitled "My First Big Sale" written by Owner and all revisions, adaptations, dramatizations and translations thereof and additions thereto, and the title, theme and characters thereof;
2. Any and all causes of action which Owner has or later may have for any past, present or future infringement or interference with any of the rights granted to Purchaser in and to this material or the copyright thereof.
Owner appoints Purchaser, its successors and assigns, Owner's irrevocable attorney-in-fact with power of substitution and delegation in Owner's or in Purchaser's name: to enforce and protect all rights, licenses, privileges or property granted hereunder under any and all copyrights therein; to prevent or terminate any infringement or other violation or any threatened infringement or threatened violation of these copyrights as respects any of said rights, licenses, privileges or property; and to litigate, collect and give receipt for all damages rising from any such infringement or threatened violation, and to join Owner as party plaintiff or defendant in any such suit or proceeding, in the discretion of Purchaser.
This Assignment is executed and delivered pursuant and subject to the agreement between Owner and Purchaser, dated as of , 1999 relating to the aforesaid material. Reference is made to that agreement for further particulars with reference to Purchaser's right in, to, and with respect to this material.
IN WITNESS WHEREOF, the undersigned has executed this Assignment as of
GRANT OF OPTION
For good and valuable consideration, receipt of which is hereby acknowledged, the undersigned, SALLY SCREENWRITER and PETER PARTNER ("Assignor"), grants to a partnership consisting of Hollywood Producer and Producing Partner ("Assignee"), the exclusive and irrevocable right and option to purchase, exclusively and forever, the copyright and all rights thereunder in, to and with respect to the original screenplay entitled "My First Big Sale" written by Assignor and all revisions, adaptations, dramatizations and translations thereof, and the title, theme, and characters thereof, all as set forth in the agreement (the "Agreement" ) between Assignor and Assignee dated as of January ______, 1999 and expiring upon a date twelve months from and after the date of execution of said Agreement by Owner and delivery of same to Purchaser. By complying with terms set forth in the Agreement, Assignee may extend the term of the Option until a date twelve (12) months thereafter.
This short-form Grant of Option should be read in conjunction with the Agreement, and, in the event of any conflict between the provisions of this instrument and the Agreement, the provisions of the Agreement shall control.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of January _____ , 1999.