|This agreement is made as of the ______________ (month) _____ (day), ________ (year).
123 Hollywood Blvd.
Hollywood, CA 90028
(“Production Company” or “Producer”)
123 Main Street
Small Town, NC 12345
A. Writer is the author and owns all rights with respect to a screenplay entitled _____________________ (the “Property”);
B. Production Company wishes to produce a film based on or inspired by all or part of the Property; and
C. Production Company wishes to purchase certain rights in the Property as more particularly set out in this Agreement.
IT IS AGREED:
1. Purchase Price
1.1 The Production Company shall pay on or before the first day of principal photography of the Film by payment to the Writer of the sum of $________________ (the “Purchase Price”).
1.2 The Production Company agrees that the Writer shall receive an amount equal to ________% of the Production Company’s share of net profits received by the Production Company.
1.3 No further compensation shall be paid to the Writer for any of the rights in connection with the Property.
2.0 Grant of Rights
2.1 Upon purchase, Writer shall irrevocably and unconditionally assign, grant, and convey to Production Company throughout the universe and in perpetuity any and all rights which Writer may have with respect to all the rights granted to Production Company herein, without further formality.
3.0 Additional Rights
3.1 The Writer hereby grants to the Production Company the following additional Rights, effective as of the date of this Agreement:
(a) the right in its sole discretion to adapt, revise, modify, rearrange, change the sequence of events, add to and/or delete any and all material in respect of the Property and all of its component elements including without limitation, the structure, format, concept, characters, and setting in adapting it for any of the uses provided for under this Agreement;
(b) the right to prepare and use excerpts, synopses and summaries from the Property for the purpose of advertising, publicizing, and/or promoting the exploitation of the Film;
(c) the right to select and use, in Production Company’s sole discretion, any title, including but not limited to, the title of the Property as the title or sub-title in connection with the Productions; and
(d) the right to use and display the name, voice, likeness and biographical material of the Writer for the purpose of promoting, publicizing and advertising the Property, provided that no commercial tie-ups, merchandising or endorsements shall be made by the Production Company using such name, voice, likeness or biographical material without the Writer’s written consent.
(e) the exclusive right to secure copyright registration in the Production Company’s own name or otherwise, and to renew such copyrights whenever permitted;
3.2 The Writer hereby waives all moral rights in the Property, including without limitation the right to prevent modifications, adaptations, additions, deletions, or any other.
4.1 The Production Company shall provide the Writer with a credit on screen in connection with the Productions (subject to standard exclusions and conditions imposed by the distributors and broadcasters of such productions) that recognizes and reflects the Writer’s role as creator of the concept. The Production Company also agrees to determine the Writers' credit using the same guidelines used by the Writers Guild of America Basic Agreement.
4.2 Such credit shall be accorded on a single card in the main titles on all positive prints of the picture and in all paid advertising in which the director has received credit, subject to Producer’s and any distributor’s usual and customary exclusions. All other matters regarding prominence, placement, size, style and color of said credits shall be in Producer’s sole discretion. Nothing herein shall be construed to prevent so-called award or congratulatory or other similar advertising with respect to the material or Picture which omits the name of the Writer.
4.3 No casual or inadvertent failure of the Production Company to comply with the credit provisions hereof shall be deemed a breach of this Agreement. Within a reasonable time after receipt of written notice from Owner specifying a failure to accord proper credit in accordance with this Paragraph, Producer shall use good faith efforts to cure prospectively any such failure with regard to positive prints and/or advertising materials created after the date of Producer’s receipt of such notice. Producer will contractually obligate third party licensees and sub-distributors with whom Producer is in privity of contract to comply with the credit obligations set forth herein, but shall not be responsible or liable to Owner for the failure of any such third party to comply with the same.
5.0 Representations and Warranties
5.1 The Writer represents, warrants and covenants that:
(a) Writer is the sole creator of the Property and the sole and exclusive owner of the Rights and has the full right and authority to enter into this Agreement and to grant the Production Company the Rights;
(b) Writer has not assigned or licensed to any other person, firm or corporation, or in any such manner encumbered, any of the Rights;
(c) Writer has not and will not at any time enter into any agreement which conflicts in any way with this Agreement or undertake or permit activities which will interfere with, diminish or compete with the exercise of any of the Rights, or attempt to sell, license, assign, dispose of or encumber any of the Rights;
(d) the Property is wholly original and contains no matter which infringes the copyrights, right of privacy or publicity, or any other right of any person or which appropriates the personality of any person;
(e) the Property contains no matter which is libelous, or in any other way unlawful;
(f) there are no claims, litigation or other proceedings pending or threatened which could impair, limit, diminish or infringe upon the Rights; and
5.2 The Writer will indemnify and hold harmless the Production Company, its directors, officers, employees, agents, licensees, and assigns from and against any claims, actions, losses and expenses (including legal expenses) occasioned, either directly or indirectly, by the breach or alleged breach of any of the above representations, warranties or covenants.
6.1 The Production Company 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.
7.0 No Obligation to Produce
7.1: While the Production Company shall use best efforts to effect a production hereunder, nothing herein shall be construed to obligate the Production Company to produce, distribute, release, perform or exhibit a film based upon the Work, in whole or in part, or otherwise to exercise, exploit or make any use of the rights, license, privileges or property gained herein to the Production Company.
8.1 The Writer may not assign this Agreement or any of its rights or obligations hereunder without the express written consent of the Production Company. The Production Company may assign this Agreement or any of its rights or obligations hereunder to a financially responsible entity that will assume in writing all obligations contained hereunder, without the consent of the Writer. This Agreement shall be binding upon and enure to the benefit of the parties and their respective successors and permitted assigns.
8.2 The Writer shall not, by any means whatsoever, publish or otherwise disseminate (except to his legal and financial advisors) any information, statements or material regarding this Agreement or the Productions, unless the same is first approved in writing by the Production Company.
8.3 The parties agree to execute and deliver such documents and perform and cause to perform such further acts as may be necessary or desirable in order to give full effect to this Agreement.
8.4 This Agreement constitutes the entire agreement between the parties, supersedes all previous agreements, deal memos and negotiations between the parties and their representatives, and may not be modified except by written agreement of the parties.
8.5 The sole remedy of the Writer for any breach or alleged breach of this Agreement by the Production Company shall be limited to the right, if any, to the recovery of money damages at law, and the Writer will have no right by reason of any such breach or alleged breach to rescind this Agreement or to any equitable or injunctive relief, and the rights and waivers granted by the Writer under this Agreement shall not terminate by reason of such breach.
8.6 Nothing herein contained shall be construed to create a partnership or joint venture or employment relationship by or between the parties to this Agreement or to make either of the parties the agent of the other.
8.7 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 of any succeeding breach. Should any provision of this Agreement be held invalid, the remainder of the Agreement shall be effective as though such invalid provision has not been contained in this Agreement.
8.8 Producer agrees to keep and maintain complete and accurate books and records relating to the Picture and the proceeds derived therefrom.
8.9 All notices under this Agreement shall be in writing addressed to the addresses first set forth above, or at such other address as either party may designate from time to time by written notice to the other. All notices shall be served by facsimile and U.S. mail, electronic mail, recognized courier services such as Federal Express, UPS or DHL or personal delivery addressed as specified above. The date of receipt by facsimile, electronic mail or courier, as the case may be, shall be the date of service of notice.
8.10 Writer agrees to execute, acknowledge, and deliver to Producer and to procure the execution, acknowledgment, and delivery to Producer of any additional documents or instruments which Producer may reasonably require to effectuate fully and carry out the intent and purposes of this Agreement. If Writer shall fail to execute and deliver any such documents or other instruments, within ten (10) calendar days after such documents are delivered to Writer, Producer shall be deemed to be, and Writer irrevocably appoints Producer, the true and lawful attorney-in-fact of Writer, to execute and deliver any and all such documents and other instruments in the name of Writer, which right is coupled with an interest.
8.11 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.
IN WITNESS WHEREOF the parties have executed this Agreement.
Witness name, please print