DISTRIBUTION AGREEMENT

*For Educational Purposes Only*
*Provided By Law Offices of Akua Boyenne *
310.858.5538 akua@boyennelaw.com
www.boyennelaw.com

THIS AGREEMENT made and entered into as of _________________, 2015 is made by and between _________________, (“Distributor”) and ________________ (“Producer”). In consideration of their respective covenants, warranties and representations, together with other good and valuable consideration, Distributor and Producer hereby agree as follow:

1. PICTURE: Producer will deliver to Distributor the documentation, advertising and physical materials (the “Materials”) set forth in the Delivery Schedule (see Exhibit A), relating to the motion picture, currently entitled:  ”_________________” (the “Picture”)

2. RIGHTS GRANTED: Producer hereby grants to Distributor the irrevocable, right, title and interest in and to the distribution of the Picture, its sound, and music in the territory (as hereinafter defined) including without limitation, the sole, exclusive, and irrevocable right and privilege, under Producer’s copyright and otherwise, to distribute, license and otherwise exploit the Picture, its image sound and music, for the term (as hereinafter defined) throughout the territory (as hereinafter defined) for Theatrical, Home Video/DVD, Television, Video On Demand(VOD), and Internet media.

Such rights do not include the rights to produce other motion Pictures, or sequels, or remakes of the Picture or any right to produce television series, mini series, or programs or other so-called ancillary rights (herein called “Reserved Rights”).

3. RESERVED RIGHTS: 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 Producer.

 

4. TERRITORY:  The territory (herein “Territory”) for which rights are granted to Distributor consists of the United States, its territories, possessions & military bases, and English-speaking Canada.

5. TERM:  The rights granted to Distributor under this Agreement will commence on the date of this Agreement and continue thereafter for two years (the “Initial Term”). If Distributor pays Producer $100,000 or more in the Initial Term, Distributor shall automatically have the right to extend the term for another two year term “a Subsequent Term”). During this Subsequent Term (and additional subsequent terms if extended), Distributor shall have the option of extending the term for additional two year periods (up to a total term of no more than ten years) if the following thresholds are met:

a) Initial Term: If $100,000 has been paid to Producer, then Distributor may extend the term for another two years (the First Extended Term).

b) First Extended Term: If $200,000 cumulatively has been paid to Producer during the Initial and First Extended Term, then Distributor may extend the term another two years (Second Extended Term).

c) Second Extended Term:  If $300,000 cumulatively has been paid to Producer during the Initial, First and Second Extended Term, then Distributor may extend the term for another two years (the Third Extended Term).

d) Third Extended Term:  If $400,000 cumulatively has been paid to Producer during the Initial, and First through Third Extended Term, then Distributor may extend the term for another two years (the Fourth Extended Term).

6. DELIVERY MATERIALS:  The Picture will be delivered as follows:

a) On or before _________________ Producer will deliver to Distributor the materials specified in Exhibit A hereto, accompanied by a fully executed lab access letter (irrevocable for the term) for access to the Master materials.  If any said materials are not acceptable to Distributor, Distributor will notify the Producer of any technical problems or defects within (10) business days and Producer will promptly replace the defective materials at Producers’ sole expense. Distributor shall have no right to terminate this Agreement unless and until Producer has failed to cure any such defects within thirty (30) days after notice thereof from Distributor.  If no objection is made within ten business days of delivery of an item, the item will be deemed acceptable.

7.  ADVANCE/GUARANTEE: There shall be a non-refundable advance of $______________, payable on execution of this agreement.

8.  ALLOCATION OF GROSS RECEIPTS:  As to proceeds derived from Distributor’s exploitation of all rights outlined in Paragraph 2, division of the Gross receipts will be made, as follows:

a) From the Distributors exploitation of Theatrical, Television, Home Video/DVD, Video on Demand, Internet and any other Granted Rights, Distributor shall deduct and retain twenty percent (20%) of Gross receipts.

b) From the remaining revenues Distributor shall recoup all recoupable expenses related to the prints, marketing, advertising and sale of the Picture.

c) The net proceeds shall be paid to Producer.

d) Gross Receipts:  As used herein, the term “Gross Receipts” shall mean all monies actually received by and credited to Distributor less any refunds, returns, taxes, collection costs and manufacturing or duplication costs.

e) Deductions from Gross Receipts shall be taken in the following order:

1) Distribution fee (20%)

2) Recoupment of any advance and any recoupable Delivery Expenses incurred by Distributor

3) Recoupment of any recoupable Promotional Expenses incurred by Distributor.

4) Net Proceeds shall be paid to Producer.

9. RECOUPABLE EXPENSES:  As used herein, the term expenses and/or recoupable expenses shall mean all of Distributor’s actual expenses on behalf of the Picture limited as follows:

a) Promotional Expenses: These expenses include the cost of preparing posters, one-sheets, trailers and advertising. Distributor agrees to spend no less than $25,000 and no more than $40,000 on promotional expenses. These expenses are limited to direct out-of-pocket expenses actually spent on behalf of the Picture. At Producer’s request, Distributor shall provide receipts for each and every expense or forgo recoupment. Recoupable promotional expenses do not include any of Distributor’s general office, overhead, legal or staff expenses or any of the aforementioned Market Expenses. Distributor agrees to spend the minimum necessary to adequately promote the Picture, including preparation of a trailer, poster, one-sheet, videocassette and customary promotional material.

b) Delivery Expenses: Delivery Expenses are the direct out of pocket costs incurred by Distributor to manufacture any of the film or video deliverables (as listed on Exhibit A) which Producer did not supply. At Producer’s request, Distributor shall provide receipts for each and every expense or forgo recoupment. Recoupable Delivery Expenses do not include any of Distributor’s general office, overhead, legal or staff expenses or any of the aforementioned Promotional or Market Expenses.

10.  ARBITRATION AND JURISDICTION: 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 the Independent Film & Television Alliance (IFTA), said rules may be amended from time to time with rights of discovery if requested by the arbitrator. Such rules and procedures are incorporated and made a part of this Agreement by reference.

Paragraph headings in this Agreement are used for convenience only and will not be used to interpret or construe the provisions of this Agreement.

IN WITNESS WHEREOF, the parties have executed this agreement as of the date hereof.
By:_______________________________

Its:_______________________________

ACCEPTED AND AGREED:

__________________________________

_________________ on behalf of ______________

*For Educational Purposes Only*

*Provided By Law Offices of Akua Boyenne *

310.858.5538 akua@boyennelaw.com

 

EXHIBIT “A”

 

DELIVERY REQUIREMENTS

Delivery of the Picture shall consist of Producer making delivery, at Producer’s expense, to DISTRIBUTOR or to a reputable laboratory with lab access letter, all the items set forth below.

I. PICTURE ITEMS

1. Original Picture Negative.

2. Soundtrack Negative.

3. Answer Print

4. Videotape Master:  a videotape master of the original motion picture and television version thereof.

5. M & E Track: the music track and the effects track on separate channels.

6. Sound Tracks:  separate dialogue tracks, sound effects tracks, and music tracks.

7. Complete Materials to Create Trailer.

II. DOCUMENTATION

1. Continuity Script: two copies of the dialogue cutting continuity (in English), being an accurate transcript of dialogue, narration and song vocals.

2. Title Sheets: one typewritten list of all words appearing visually in the Picture suitable for use in translating such words into another language.

3. Music Cue Sheets: two copies of a music cue sheet showing the particulars of all music contained in the Picture, including the sound equipment used, the title of each composition, names of composers, publishers, and copyright owners.

4. Copyright Information:  information as to the copyright proprietor(s) of the Picture, as well as copies of all copyright registrations, assignments of copyrights, and/or copyright licenses in Producer’s possession (or in the possession of Producer’s agents or attorney).

5. Chain of Title:  copies of all certificates of authorship. Licenses, contracts, assignments and the written permissions from the proper parties interest, establishing Producer’s “Chain of Title” with respect to the Picture and all elements thereof and permitting Producer, and its assigns to use any musical, literary, dramatic and other material of whatever nature used by Producer in the Production of the Picture.

6. Screen Credit Obligations:  a copy of the screen credit obligations: for all individuals and entities affiliated with the Picture

7. Color Slides: at least 20 color slides (35 MM color transparencies) and any available prints of black and white still photographs and accompanying negatives, and at least 20 color still photographs and accompanying negatives depicting different scenes from the Picture, production activities, and informal poses, the majority of which depict the principle members of the cast.

8. Website materials: artwork, text, bios and any other background material needed by DISTRIBUTOR to market the Picture on its website.

9. Shooting Script

10. Copyright Certificate: two U.S. Copyrights (Stamped by the library of Congress). If the copyright application has not yet been received from the Library of Congress, then Producer shall deliver a copy of the Application PA form, along with a copy of the cover letter and two (2) copies of the Copyright Certificate to DISTRIBUTOR when received from the Library of Congress. If application has not been made DISTRIBUTOR shall apply for the U.S. copyright at Producers expense.

*For Educational Purposes Only*

*Provided By Law Offices of Akua Boyenne *

310.858.5538 akua@boyennelaw.com