Sample Legal Agreements
courtesy of John W. Cones
,
Securities/Entertainment Attorney
| The following sample agreements are excerpted with permission from John Cones' book "Film Industry Contracts" which contains some 100 such sample film industry agreements in six categories: acquisition/development, packaging, lender financing, investor financing, production documentation and distribution/licensing. |
Agreements List
CERTIFICATE OF AUTHORSHIP
D.J. Zelczak hosts John W. Cones, Esq. as a guest on FromUSAlive.com's "Screensaver" show.
Securities/Entertainment Attorneys
Producer Services
AGREEMENT SAMPLES FOLLOW
CERTIFICATE OF AUTHORSHIP
The undersigned J. Q. Screenwriter, ("Writer"), hereby certifies as follows:
(1) That the screenplay entitled, "Invasion From Chunga", ("Screenplay") formerly entitled "Battle of Bonzai", and all literary material of all of the results and proceeds of Writer's services in connection therewith, was written solely by the Writer as a work-for-hire, specifically commissioned by Dave W. Producer ("Owner") for use in connection with the production of a motion picture to be based thereon ("Picture"), with the Owner being deemed the author of the Screenplay.
(2) That the Screenplay is wholly original and has not been adapted from any other literary, dramatic or any other material of any kind or nature, excepting only incidental material which is in the public domain throughout the world; that the Screenplay does not contain any material which copies or uses the plot, scenes, sequences, story or characters of any other literary, dramatic or other work; that the Screenplay does not infringe upon any statutory or common law rights in any other literary, dramatic or other materials; that no material in the Screenplay is libelous or violative of the rights of privacy of any other person and the full use of the rights in the Screenplay herein granted to the Owner will not violate any rights of any person, firm or corporation, and that the Screenplay is not in the public domain in any country in the world where copyright protection is available.
(3) That the Owner owns, throughout the world, in perpetuity, all right, title and interest in and to the Screenplay and any and all parts thereof, including, but not limited to all motion picture rights, television rights, video rights, publication rights and merchandising and commercial tie- up rights. Such rights include all rights in and to the title by which the Screenplay is now, was or may hereafter be known, the theme thereof and the characters, story, ideas and all other elements therein contained or contained in any version thereof now or hereinafter created, sequel rights in the Screenplay and the rights to secure copyrights in the Screenplay and any motion picture or other use which is based in whole or in part upon the Screenplay in the name and of and for the benefit of the Owner or otherwise.
(4) That the Owner has the right, but not the obligation, to use the name of the Owner and/or the name, likeness and biography of the Writer as the author(s) of the Screenplay on the screen and in advertising and publicity in connection with the exploitation of any motion picture produced which is based in whole, or in part, on the Screenplay or in connection with the exploitation of any of the rights granted hereunder.
(5) That the Owner may make any changes in, deletions from, or additions to the Screenplay or any photoplay, production or other material based on the Screenplay which the Owner in its sole discretion may consider necessary or desirable. The Writer expressly waives, for herself, her heirs, assigns, executors and administrators all rights of "Droit Moral" or any similar right under any law or legal principles.
(6) That with respect to any compensation or other consideration due the Writer in connection with the Screenplay or her services relating thereto, the Writer agrees to look solely to the Owner and will not assert any claim or demand with respect thereto against any assignee, grantee or successor in interest of the Owner.
(7) That the Owner may assign, transfer, license, delegate or grant all or any part of the rights, privileges and property relating to the Screenplay to any person, firm or corporation. This Certificate of Authorship shall inure to the benefit of the parties hereto and to their respective heirs, successors and assigns.
(8) That in the event of any act or omission of the Owner or any successor of the Owner constituting a violation or breach of the agreement between the Owner and the Writer, the Writer shall be limited to remedies at law, if any, to obtain damages, and the Writer shall have no right to rescind all or any portion of such agreement or to enjoin or restrain the distribution or exploitation of the Picture or any material based in whole, or in part, upon the Screenplay.
The Writer has caused this Certificate of Authorship to be executed as of this the 2nd day of June, 1992.
WRITER
John Q. Screenwriter
834-56-7890 Writer's Social Security Number
111 Dainwood Drive Address
Jackson Hole, Wyoming 88999
416/990-8822 Telephone
--o0o--
FINDER'S AGREEMENT
(Non-Securities)
The following agreement (hereinafter referred to as the "Agreement") is made and entered into as of the 5th day of February, 1993, by and between Filmright Incorporated hereinafter referred to as the "Production Company") and Jimmy Moneyquick (hereinafter referred to as the "Finder").
In consideration of said Finder's services in procuring a single active production money investor in the Production Company's feature film entitled "Invader's From Chunga" (the "Picture") the Production Company hereby agrees to pay to said Finder, contemporaneous with the start of principal photography or the first use of funds raised (whichever first occurs), a fee calculated as a percentage of the amount of funds raised through the efforts of such Finder and in an amount to be determined pursuant to the following sliding fee scale:
Amount of Funds Raised Percentage Through Efforts of Finder Finders' Fee
| Up to $ 100,000 | 6.0% |
| Up to $ 250,000 | 5.0% |
| Up to $ 500,000 | 4.0% |
| Up to $ 750,000 | 3.0% |
| Up to $ 1,000,000 | 2.0% |
Up to $ 2,500,000 |
1.0% |
| Over $ 5,000,000 | 0.5% |
Such Finder's activities shall be limited to the identification of prospective active investors who may choose to invest through an investor financing agreement (for single active investors) or a joint venture (between the investor's corporation and the Production Company) and the introduction of such prospective investor(s) to the Production Company. Such prospective investor(s) must be residents of the state of Florida. The Finder shall not perform any acts or take any action which could reasonably be considered by a Florida court as negotiations or the participation in negotiations relating to the sale of any securities (whether corporate stock, limited partnership interests or other forms of profit participations).
The Finder's statements to any prospective investor shall also be limited to those statements that the Production Company specifically authorizes the Finder to make and such authorization shall be made in a writing separate from this Agreement.
By signing below, said Finder also agrees hereby that the Production Company shall be held harmless and be indemnified by said Finder for any liability, loss, (including amounts paid in settlement), damages or expenses (including reasonable attorney's fees) suffered by virtue of any acts or omissions or alleged acts or omissions arising out of said Finder's activities with, for or on behalf of the Production Company.
| Production Company | Signature of Finder | |
| By: Signature | Printed Name of Finder | |
| Address | Address | |
| City, State, Zip | City, State, Zip | |
| Telephone | Telephone |
--o0o--
MAKER: FILMRIGHT INCORPORATED
MATURITY DATE: JANUARY 15, 1997
NOTE NUMBER: PS 486570
$1,500,000 January 15, 1993
FOR VALUE RECEIVED on the maturity date set forth above the undersigned maker promises to pay TO THE ORDER OF First World Film Bank at Los Angeles, California the principal sum of One and One-Half Million Dollars ($1,500,000) together with interest from the date hereof on the unpaid principal hereof at the rate of 7.5% per year.
Interest shall be computed at the above rate on the basis of the actual number of days during which the principal hereunder is outstanding divided by 360 which shall, for the purposes of this note, be one year. Interest shall be payable on the date the Principal is due and payable under this note.
Upon default, the whole sum of principal and interest shall become due immediately at the option of the holder hereof. Default shall include the failure of the maker to pay interest or principal when due or the occurrence of an Event of Default as defined and set forth in the Loan and Security Agreement by and between the Maker and dated as of January 2, 1993.
Upon default, the interest rate shall be increased to an amount ("Overdue Rate") equal to the lesser of (a) the maximum legal rate of interest permitted by applicable law or (b) five percent (5%) per annum above the interest rate provided for in the first paragraph hereof, provided that in no event shall such Overdue Rate be less than fifteen percent (15%) per annum (subject to subparagraph (a) of this paragraph). The Overdue Rate shall be due and owing and shall accrue and be payable from the date of the occurrence of the default to and including the date of payment of all sums due hereunder (or cure of such default, if permitted pursuant to said Loan and Security Agreement). The Overdue Rate shall be applied to the amount payable hereunder multiplied by the actual number of days elapsed using said 360-day year, payable on demand.
Page 2 Promissory Note
If this note is not paid when due, Maker promises to pay all costs and expenses of collection and attorneys' fees incurred by the holder hereof on account of such collection, whether or not suit is filed thereon. The Maker consents to renewals, replacements and extensions of time for payment hereof, before, at, or after maturity; consents to the acceptance, release or substitution of security for this note, and waives protest, presentment, demand for payment, notice of default or nonpayment and notice of dishonor and the right to assert any statute of limitations. The indebtedness evidenced hereby shall be payable in lawful money of the United States.
In any action brought under or arising out of this note, the Maker, including its successor(s) or permitted assign(s), agrees that this note shall be construed in accordance with the laws of the state of California.
FILMRIGHT INCORPORATED
By: _____________________________________
James W. Producer, President
--o0o--
DIRECTOR'S INDUCEMENT LETTER
January 23, 1993
Major Motion Picture Studio/Distributor
1000 Round Robin Road
Hollywood, California 90034
Gentlepersons:
As an inducement to you to enter in the negative pickup distribution agreement executed concurrently herewith, by and among Major Motion Picture Studio/Distributor, a New York corporation (hereinafter called "Studio"), Entertainment Corp., a Nevada corporation (hereinafter referred to as "Lender") and the undersigned, with respect to the motion picture now entitled "Invaders From Chunga", I represent, warrant and agree as follows:
1. That the Lender is now, and will be at all times during the term of said pick-up agreement and at all other times when my services may be rendered or required thereunder, authorized to furnish my personal directing services as therein provided.
2. That I will keep and perform al of the terms and conditions pertaining to the Lender of said pick-up agreement and will perform my services in accordance with the terms and conditions thereof; and if for any reason my employment contract with the Lender should expire or be terminated, I will keep and perform all of the terms and conditions thereof pertaining to the Lender, as though I were a party to said pick-up agreement and had executed it in place of the Lender.
3. That you shall be entitled to apply for equitable relief, by injunction or otherwise, to prevent a breach of the Lender's or my obligation's under said pick-up agreement hereunder;
4. That all notices served on the Lender in accordance with the provisions of said pick-up agreement shall be deemed to be notices to me of the contents thereof; and
5. That my social security number is 666-66-6666.
Very truly yours,
X. Lent Director
--o0o--
XLD/pc EXTRA RELEASE
FOR GOOD AND VALUABLE CONSIDERATION, the undersigned persons hereby grant to Filmright, Incorporated (the "Production Company") and to its licensees, assignees, and other successors-in-interest, all rights of every kind and character whatsoever in perpetuity in and to my performance, appearance, name and/or voice and the results and proceeds thereof (the "Performance") in connection with the motion picture entitled "Invaders From Chunga" which is based on the screenplay by John Q. Screenwriter (the "Picture").
I hereby authorize the Production Company to photograph and record (on film, tape or otherwise), the Performance; to edit the same at its discretion and to include it with the performances of others and with sound effects, special effects and music; to incorporate the same into the Picture, trailers or other programs related to the Picture; to use and to license others to use such records and photographs in any manner or media whatsoever, including without limitation unrestricted use for purposes of publicity, advertising and sales promotion; and to use my name, likeness, voice, biography or other information concerning me in connection with the Picture, commercial tie-ups, merchandising and for any other purpose associated with the Picture. I further acknowledge that the Production Company owns all rights to the results and proceeds of my services rendered in connection herewith.
| Name | Address | Signature | Date |
--o0o--
