The Producer Handbook

THE PRODUCER’S HANDBOOK
A Practical Guide for Indie Filmmakers
by
RANDY BECKER
NexTV Entertainment
rbecker@NexTV entertainment.com
http://www.myNexTV .com

INTRODUCTION and personal note from the author…
The following handbook has been created to clarify and expedite the process of bringing
a project from script to screen. It is an ‘A to Z’ guide to producing, created from hands-
on experience and designed to anticipate challenges and avert potential pitfalls. Like the
system it lays out, it is a handbook that should evolve as the challenges that face you and
the rest of the entertainment industry evolve.
My name is Randy Becker. I founded NexTV Entertainment (along with its Web Series
and Short Film Competition – www.netventertainment.com) in order to be on the crest of
the new wave of content development and production in the entertainment industry.
There was a time when a great script or even a great idea alone could easily result in a
sale at the studio and network level. Times have changed. Studios and networks no
longer want to pay huge sums of money to develop ideas, create pilots and generally do
all of the necessary ‘product development’ internally, only to see most of the investment
never pay off. With the technological advances in today’s world of filmmaking, it has
become viable for buyers to lay off most of their initial development costs on pro-active,
cutting-edge filmmakers like YOU. It’s a lot cheaper to search the internet for content,
see an idea already on its feet, get a sense of audiences’ reactions and THEN make the
decision to acquire the idea.
Where does that leave you? YOU MUST CREATE YOUR OWN WORK IN ORDER
TO HAVE A CHANCE TO PENETRATE TODAY’S MARKETPLACE. And this work
must really stick out of the YouTube crowd. Anyone can go to Best Buy, purchase a
camera, then point and shoot. You must be able to create professional content that leaves
little for the buyer to imagine, in terms of production value.
This handbook is designed to be a guide for filmmakers who want to do this right.
WHO AM I?
As I said, my name is Randy Becker. I spent the first 15 years of my career in the
entertainment industry as a professional actor, starring on Broadway, television and in
feature films (indie and studio films).
In 2000, I formed Louder Films, an independent production company geared specifically
towards fostering "avant garde" films and theater. We produced the critically acclaimed
and sold-out run of Tennessee Williams’ lost classic, TIGER TAIL, on 42nd Street in
New York City (NYC Premiere), then the short film, EZEKIEL (Cannes Film Festival),
inspired by the Marc Caro and Jean-Pierre Jenut classic, DELICATESSEN. Having won
the Cinematographer’s Guild Award, we arrived at the Cannes Film Festival to screen my
film for crowds of audiences and buyers alike. I’m sure many of you can relate to that
feeling of arriving at a film festival, suitcase bursting with copies of your film, home-
made posters of all shapes and sizes, DVD covers, business cards, sales pitches…and a
single pair of ‘businessy’ pants. I made the trip to Southern France to SELL this little

INTRODUCTION
film and to raise money for the grander, yet equally unusual feature film that EZEKIEL
was originally made in order to promote …
What I quickly realized was that…NOBODY CARED. They didn’t care that it was
pretty, they didn’t care that it was clever, they didn’t care that it may have been brilliant,
and they certainly didn’t care that I had spent every penny I had earned as an actor (and
more) on this little film. In the end, we only went $52,500 over budget. (considering that
I had allocated $7,500 to make it, I put it in the ‘film school’ column). Nobody cared
about my beautiful little film starring me.
In fact, I couldn’t get a single meeting at the film market until I began lying about the fact
that Patricia Arquette was attached to the full-length feature (I had given a friend of a
friend of hers a copy of the feature script to pass off to her, so I wasn’t ENTIRELY
making it all up).
I returned home with nothing but a shaved head to show for it (the alcohol at Cannes, at
least, worked well…I was young).
Time for a brand new game plan. I had learned that content was much less important
than packaging. Over the course of those few days dealing with buyers from around the
world, I could see when eyes would glaze over and the rare times when a spark was lit.
Packaging was key. Everyone was thinking about how THEY would sell a product like
yours…and if there was not an immediate and very lucrative answer to that, they
IMMEDIATELY moved on. I realized that no one was going to put a penny into a film
of mine without an empirical sense that it had inherent value. I could sell the attributes of
the project all day long, if I couldn’t demonstrate that a dollar sign was at the end of the
road, I was wasting my breath. A good script, a great idea, even a brilliant little movie
were only pieces of the puzzle.
THERE ARE THREE KINDS OF PROFESSIONALS IN THE ENTERTAINMENT
INDUSTRY:
1. Talent
2. Money
and
3. People who connect the two.
I had access to talent, I needed someone with access to high-level executives/buyers, and
I needed someone to help unlock what seemed to be the mysteries of the entertainment
BUSINESS.
Within a few months I had partnered with a former acting manager of mine to form
Acuna Entertainment. We stayed partners for 6 years, building a solid business and,
hopefully, a reputation for good taste.
AE was (and is) essentially two companies; a literary management company and a
film/tv production company with the shared mission of transitioning writers to

INTRODUCTION
filmmakers. Producing select client-originated material, we gave our literary clients a
chance to direct their own films, often marking their directorial debut. We did this for
several of our literary clients, the latest production being, THE GREAT BUCK
HOWARD, starring John Malkovich, Emily Blunt and Tom Hanks…currently in theaters
around the country.
With me in charge of all things creative (script development being key) we (AE) set up
projects at many of the major and mini-major film studios and television networks,
shared clients with the very top agencies like CAA and ICM and, essentially, learned the
intricacies of the marketplace while building deep relationships on both the creative and
business side of the industry.
In January of 2009, I went off on my own and formed NexTV Entertainment with the
mission of finding produced content from around the web (and around the world), then
repackaging it for mainstream film and television.
In making the leap from acting to producing, I quickly realized that I needed a
comprehensive system in order to make sense of the challenges that face producers in
today’s extremely competitive entertainment industry. I created this handbook as a guide
for myself and for those I work with to use in all productions, big and small. It should
provide some guidance for that process of bringing a project from script to screen.
______________________________________________________________________
LESSON #1…
“Until one is committed there is always hesitancy, the chance to draw back, but this
impulse should be resisted at all costs. The moment one definitively and passionately
and unselfconsciously commits oneself, then Providence moves too. A whole stream
of events issues from the decision to act, to create...
Whatever you can do, or dream you can do, begin it! Boldness has a genius, a power,
and a magic in it. Embrace it. Begin it now…” –Goethe
You cannot allow ANYTHING to deter you from creating content, from working on
becoming a more fully realized filmmaker, from taking action…on a daily basis. If you
are serious about penetrating the industry, there are no excuses, zero, for not creating
your own work…especially with technology being as it is today. If this applies to you,
truly examine why you are not making movies right now. Is it money? Is it time? Is it
material? If you embrace the idea that you must TAKE ACTION, then none of those
excuses are relevant. I have 2 children, run two fledgling businesses (with very low
overhead), run a film competition (www.NexTV entertainment.com), teach and
generally finish it all before 6:30pm so I can be with my family (aside from the evenings
I teach). Am I spread too thin? Yes. Could I be entirely more effective? Yes…talk to
my wife! But, at 39, I realize that not taking action simply results in nothing…no matter
how legitimate my excuses are.

INTRODUCTION
One of the reasons I added the ‘PRODUCTON SERVICES’ division to NexTV was to
help actors, writers and filmmakers take those first steps towards creating content. The
concept is: “You’ve got an idea? Shoot it, THEN pitch it”. Create a short, a web series,
a doc, anything that could be the basis for a network or studio pitch. I’ve created an
extremely inexpensive way to get professional equipment, a professional
operator/DP/editor, etc…for very little money. Contact me for information and rates…as
low as $150/day for the basic package. Additionally, we have web designers, Internet
Technicians, a marketing team, etc… for those who want to create a web series and bring
traffic to their site…rbecker@NexTV entertainment.com…I digress once again.
The first movie I produced, I helped write, direct, I starred in it, financed it entirely
myself and I produced it….the only experience or education I had in the industry was as
an actor. I simply set out to make a movie and within a year I was at the Cannes Film
Festival watching my little movie screen alongside the world’s most accomplished
filmmakers. How did I do it? I faked that I knew what I was doing! I knew I needed a
camera. I went to rent one and they asked where my insurance was…note to self: I need
insurance. When getting insurance they asked about the locations I’d be shooting at,
when looking for locations they asked if I’d gotten the permits yet, when sitting in the
mayor’s office of TV and film (NYC), and so on…by the time I actually began shooting,
I had a staff of 40 people (30 of them interns looking for production experience).
1. Believe that you are a producer and others will treat you like one.
Everyone is making this up as they go along…or more descriptively (and
accurately)…everyone is full of shit. If you think you cannot do something because you
do not have enough knowledge, you’re simply wrong. Ask the president of Fox
Searchlight what kind of lenses are being used in any of the films she personally greenlit
this year and I’ll bet the value of this book, that she doesn’t have a clue. (Note: the book
is free…I still think I’m right.)
2. Money is no reason NOT to make a movie. Back in my guerilla days, I set up my
entire production office for my movie by buying computers, scanners, printers, fax
machines, etc…at Staples…then within two weeks I returned them all and bought all of
the equipment at Best Buy, then Comp USA and so forth…
I wish you the best of luck with your project(s) and your career and hope that you stay in
touch with me if you have any further questions, thoughts, comments, suggestions, etc…
Randy Becker
NexTV Entertainment
www.NexTV entertainment.com

A: MISSION STATEMENT
Mission Statement:
NexTV Entertainment is a multi-faceted entertainment company based in Los
Angeles, CA with the mission of connecting today’s elite decision-makers with
tomorrow’s great artists.
NexTV Goals:
• Brand ourselves to filmmakers as the company that can connect them to
the top circles in the entertainment industry
• Brand ourselves to industry leaders as the company that can deliver highly
developed, produced content.
• Add a 4th
competition to our 3 existing ones (The Writing & Pitch
Competition, The Web Series & Indie Film Competition, The Acting &
Directing Talent Search).
• Build a Management/Production company (Louder Entertainment) to help
facilitate continued industry penetration.
• Build strategic alliances with Brands looking for Integrated Marketing
opportunities.
• Include a “Social Impact” prize for artists working to effect positive social
change, by 2012.
• Set up three television series per year, increasing to six by 2014.
• Set up three feature films per year, increasing to six by 2014.
• Continue to develop strategic alliances with the most powerful execs,
agents and managers in the industry.
• Expand our website to include content (videos, blogs, and more) that draw
artists and entertainment execs to the site.
• Set up a discretionary fund for acquiring property: books, articles, scripts,
etc.
• Establish an exclusive relationship with an Equity Fund by 2014.
• Institute an “artists-in-residency” program for young filmmakers by 2014.

B: PROJECT EVALUATION
There are three core factors that influence NexTV’s decision to produce a particular film
or television project. One, all, or a combination of the three need to exist in order to
justify pursuit of the project.
1. Artistic: We strongly feel it will promote the NexTV brand of smart, character-
driven films/TV with great commercial potential and reinforce our reputation for
taste and dependability.
2. Strategic Alliance: It provides an opportunity to forge an alliance with powerful
and influential people (and companies) in the industry.
3. Revenue: It represents a unique opportunity to translate an overwhelming
demand or trend in the current marketplace into revenue for NexTV
Entertainment.
While some filmmakers will pursue their passion projects, regardless of the commercial
viability and others try to guess what the market will support, it is essential to understand
how production companies, studios and indie financiers look at your project. VALUE is
key…does it bring value to the company? If not, you’re done. All companies have their
own systems in place for assessing value. You must know your project well enough to be
able to address the various questions that will come your way when presenting your
project to potential producing partners, financiers, and nuts-and-bolts producers/line
producers, and you must learn as much as you can about the companies most relevant to
you and the fulfillment of your specific goals in the industry.
For this reason, I will share with you the process we go through after a project has
been identified as one that may meet one of the three factors for NexTV production.
The Project Evaluation Checklist is a way for us to gather all of the relevant data in
order to formulate a complete and accurate evaluation of the project. In short, the
project evaluation should answer the questions, “Is this project worth pursuing? And,
if so, why?

Project Evaluation Checklist
TITLE
I. Contact
II. Log Line
III. Overall comments about the project and its value.
IV. Estimated Budget:
a. Total
b. How much money is already in place
i. Equity (meaning: “Cash”)
ii. Pre-sales - which territories?
A. This is generally used for foreign sales.
B. You may bring just a poster and a logline to one of the
three major film markets (Cannes, AFM in Santa Monica,
Berlin – other significant markets are replacing Berlin)
C. You can cash-flow the film with the “cut-rate” fee each
country/territory might pay before the film is shot.
iii. Credit
iv. Tax incentives - See list of states with incentives programs*.
V. Characters
a. Character-driven or Concept-driven
b. How many (and which) roles can be populated with bankable names?**
VI. Genre **
a. Thriller, Horror, Comedy, etc…
b. Commercial, Art house
VII. Elements attached (include relation to):
a. Cast
i. Letter of intent?
ii. Confirmed with Agent/Manager/Lawyer
iii. Expectations
A. Fees
B. Credits
b. Director
ii. Confirmed with Agent/Manager/Lawyer
iii. Expectations
A. Fees
B. Credits

c. Producers
ii. Confirmed with Agent/Mngr/Lawyer
iii. Expectations
A. Fees
B. Credits
d. Writer
i. Are they repped?
ii. Expectations
A. Fees
B. Credits
iii. Sole writing credit?
A. If not, who else gets credit?
B. What credits (story by, written by, etc..)?
VIII. Who controls the rights?
a. Purchase?
b. Option?
i. Term
ii. Script fee
iii. All other fees (life rights, etc.)
IX. Value to NexTV ?
a. Artistic/”branding”
b. Strategic Alliances (include what the benefit is)
i. Company
ii. Producers
iii. Cast
iv. Writer
v. Director
vi. Reps
vii. Other
c. Unique Financial Vehicle
i. Producer’s fee
ii. Finder’s fee
X. Exposure***
a. Who has seen it?
b. Who else is seeing it?
c. Do we have an exclusive term to shop it around?
i. Written commitment?
A. Is it necessary?
B. Pros Vs. Cons
d. Any other Agreements in place for the project?
e. Baggage?

C: INCENTIVE PROGRAMS
* STATE INCENTIVE PROGRAMS. These tend to change, so please do your own
research as well, using this as a point of reference. Some of these may no longer be up-
to-date, and some states have simply run out of money to support their incentive
programs.
1. New Mexico - 25% cash rebate (possible 20% on actor salaries as well, depending on a
few factors…talk to NM film commission.
2. Louisiana - 25% tax credits
3. Washington - 20% cash rebate
4. Florida - 15% cash rebate
5. Maine - 10% cash rebate on non-Maine residents, 12% rebate on Maine residents
6. Michigan – 42% cash rebate depending on how much is spent in Michigan and where
you shoot. Some have complained that this system is not working properly anymore.
7. Mississippi - 10% rebate on in-state goods and services, 10% tax credit on payroll.
8. Missouri!! - 50% tax credit for in-state expenditures (up to $1million).
9. Montana - 12% cash rebate on instate labor, 8% cash rebate on expenditures. No sales
tax.
10. Oklahoma - 15% cash rebate
11. Oregon - 10% cash rebate + 6.2% rebate on in-state payroll for production personnel.
12. South Carolina - 20% cash rebate on payroll, 30% rebate on supplier
expenditures...need to check on this since legislation is shifting there.
13. Utah - 10%-12% cash rebate and no sales tax.
14. Vermont - 10% cash rebate on local spending
15. Wyoming - 15% cash rebate
Other incentive programs:
- Georgia (9% tax credit, plus no sales tax)
- Hawaii (15% tax credit for Oahu, 20% for other Islands)
- Alabama (tax and lodging abatements)
- Texas (5% rebate)
- Arizona (tax credits)

C: INCENTIVE PROGRAMS
- Arkansas (rebate of sales tax)
- Connecticut (30% tax credit)
- Idaho (Rebate of the 6% sales tax on "tangible items", plus no tax on lodging)
- Illinois (20% tax credit, plus no sales tax on film processing of 35mm film. Hotel tax of
14.9% is rebated if sty is longer than 30 days)
- Massachusetts (20% tax credit on total payroll, except those making more than
$1million, 25% tax credit on all in-state production expenses)
- New Jersey (20% tax credit)
- New York (tax credits - 10% + 5% in NYC)
- North Carolina - (15% tax credit)
- Pennsylvania - 20% tax credit on TOTAL budget, if in-state spending is at least 60% of
budget.
- Rhode Island - 25% tax credit on all Rhode Island spending.
- South Dakota - checking
- Tennessee - sales tax refunded
- Texas - sales tax refunded
- Wisconsin - 25% tax credit on production expenditures.

D: ASSESSING VALUE
** VALUE IN THE MARKETPLACE.
For the most part, actors are the single most important factor in determining the inherent
value of a project. And, in most cases, an actor’s value in the foreign marketplace is the
most important. Any foreign sales company can give you their sense of an actor’s
“value” based on their historical data and their knowledge of what buyers from the
different countries/territories that they deal with will pay.
Genre is next in importance. Things change as the marketplace adjusts, but in general,
Family Films and Thrillers are the most valuable. Horrors also have a stable level of
demand in the foreign marketplace. Dramas are the hardest to sell and therefore the
hardest to raise money for. They are entirely ‘execution-dependent’. Without a
significant marquee actor on board in a leading role, you are playing the lottery and most
investors aren’t interested in that. Comedies, urban films, sports movies and others that
are uniquely geared towards an American cultural sensibility are also very difficult. You
can try to raise money solely on the domestic projections, but most financiers look to the
worldwide marketplace for their return. Studios, these days, are interested in making
huge, high-concept, tent-pole films like TRANSFORMERS, big thrillers and low-budget
comedies, with one of the few significant comedians on board (Will Ferrell, Ben Stiller,
Vince Vaughn, Adam Sandler, etc…). The rest they’ll wait to see when completed, then
acquire for distribution if they’ve determined it to be worth the investment. Other genres
work at certain budget levels. For example, you want to make a creature-feature, the Sci-
Fi channel may give you $950,000 to make it as an original Sci-Fi Channel movie.
Note: Don’t be fooled by people saying that it’s ultra low-budget, so it should be easy to
raise money for…a few hundred grand is not easy to raise for a film. Without adhering to
the logic of the marketplace, it is extremely difficult to sell your movie (as many of you
know), so no size of investment is a safe one.
Director is also very important. A marquee actor with genuine value knows that he/she
has a tenuous, yet powerful place in the food chain. It is rare that Brad Pitt will ever
agree to do a film with a director that he does not have a level of comfort with. First-time
directors are fine, but they must have an extremely clear vision of the film and, generally,
if they are not the writer as well, it can be difficult to convince someone writing a check
for over $1million that they are the person who can do this better than anyone else, not to
mention the actor and his/her agents/advisors.
Script, surprisingly, is the least important element in many ways. Now, if the script is not
EXCELLENT you will not be able to attract the elements needed to make and sell your
film, so for many reasons it is an absolute necessity that the script is first rate, however,
serious financiers don’t make the script the determining factor…many don’t even read it,
believe it or not! Anyone who has been in the business for a significant period of time
realizes that the other elements are much more relevant in determining whether
someone’s money is safe…strange business we are in, but logic does prevail if you
understand the rules of the game.

E: PROJECT BREAKDOWN
When it has been determined that a project could be valuable to a company like NEXTV ,
and all of the relevant information has been gathered, the next step is to do a ‘project
breakdown’ (refer to the Project Breakdown Worksheet). This provides a general
overview of the project from a producorial standpoint. It is very useful for you to do this
with your project as well, so you are on top of the elements that will determine budget,
casting, a course for raising money and, ultimately a shooting strategy.
Using the Project Breakdown, we are able to make a well-educated guess about several
important factors without having to hire people for things like budgets, cast lists, etc…
Again, without knowing how other people look at your project, it is difficult to develop a
relevant action plan for realizing it, so step onto the other side of the business to look at
your project.
This is a “report” that you should print off, fill in and have accessible at all times. I find
myself referring back to the Project Breakdowns repeatedly for loglines, cast lists,
locations, etc…(great to have one report that contains it all).

Project Breakdown Worksheet
TITLE
By
Screenwriter
NexTV Entertainment
P.O. box 5072
Culver City, CA 90231
www.NexTV entertainment.com

Project: TITLE
Written by:
Director:
Logline: It is important to distill the essence of the film into one or two sentences. The
logline should communicate the story, genre, tone, theme, and lead character; one should
be able to see the film from just the logline. It may be helpful to use well-known films as
points of reference.
If you are unable to distill your script down to a logline, it often means that it is truly
execution-dependent (“you had to be there…”) and difficult to sell. I recognize that
some of the best movies in the history of cinema were not high-concept films, but rather
beautifully executed masterpieces. That being said, you must find a way to pitch your
film in as succinct a way possible. There is nothing that immediately turns a buyer off
than a meandering explanation of semi-relevant plotlines and characters. If you were
telling your friend that you just saw your movie, how would you explain it him/her?
Remember, 99 out of 100 times, the person you are talking to must still “pitch” your
project to his/her boss.
Here are two examples of effective loglines:
Logline #1: FEUD (Psychological Thriller) The American dream...gone to hell.
A young couple flees L.A. to start a family in the peace and safety of suburbia,
only to be drawn into a murderously escalating feud with their ominous new
neighbors. A suburban FALLING DOWN, FEUD is the story of a man and his
violent unraveling.
Logline #2: (Broad Comedy) After cursing God for his bad luck, he is given all of
God’s powers for one day…hilarity ensues.
Both examples, eloquent or not, give you a clear picture of what a potential
“buyer” might be buying. They can see the movie poster from it (essential).
When, and only when, the logline is determined to be right for a company, will
your project get to the next level…think of it as your project’s calling card.

Character breakdown
Overview: Large/Small cast, which roles for bankable stars, etc.
# of Speaking roles
# of Lead roles
# of Principal roles
# of Supporting roles
# of Day Players
# of Non-speaking roles (more than extras)
1. [CHARACTER NAME] Character description. TYPE OF ROLE (pg. #
introduced).
2. [CHARACTER NAME]…etc.

Locations’ breakdown
Overview:
# of Locations
# of Essential locations (you can adjust all locations except these…)
1. LOCATION NAME – EXT. (p. # introduced) - Description
2. LOCATION NAME - INT. (p.# introduced) – Description

Budgetary Considerations / Potential Challenges
Overview:
1. Locations
2. Cars
3. Special Effects
4. Animals
5. Extras
6. Etc…

Cast list
CHARACTER NAME 1
Bankable Names – Agent at Agency
CHARACTER NAME 2
Bankable Names – Agent at Agency

F: ACTIVITY LOG
From the moment we decide to take on a project to produce, we record all activity. Not
only does this serve as a record for future reference, it also becomes a helpful tool for
setting goals and breaking them down into ‘action steps’.
“We begin with the end in mind”. By looking to the future and setting a specific,
overarching goal, it is possible to plot the course of action by working backwards from
that goal. In some cases a start date is set and a plan is put together to bring all the
necessary elements together to realize that goal. In such cases, the length of time needed
for prep is calculated (for low-budget films 5-6 weeks is usually sufficient). Before that,
financing must be secured, key talent components and/or a director may need to be
attached, before financing can be realized. In some cases a start date is not a sufficient
goal; a particular festival submission deadline may become the date to work back from.
Each project will have different elements needed at different stages of the process.
In order to determine the goal to work backwards from, you must first examine the nature
of the project, the reason you are so determined to make this project and a basic strategy
for producing and selling the film. A sophisticated, edgy drama, for example, may
benefit greatly from a festival like Sundance, where it can be introduced to buyers who
are looking for this kind of material (otherwise difficult to sell). It is important that the
film is edited in time to meet the submission deadline. On the other hand, a low-budget
horror film could be sold at any time of the year without the help of a major film festival,
but the actor you are aiming for is only available during a certain window of time.
The Activity Log Worksheet is a basic template for recording and creating the ‘action
steps’ necessary to attain the project’s desired outcome.

F: ACTIVITY LOG
ACTIVITY LOG WORKSHEET
TITLE
OUTCOME DATE ACTIONS TAKEN
START DATE:
START PRE-PROD. (5-8 wks):
SECURE FINANCING BY:
(4-8 Weeks before Pre-Prod.)
SECURE KEY TALENT
COMPONENT BY:
(usually necessary for financing)
SECURE DIRECTOR BY:
(if applicable)

G: MAKING THE WRITER DEAL
Many of you will be producing your own work. This is especially relevant with today’s
incredibly accessible technology.
Many of you will be looking to produce material generated by others. In the case of
securing someone else’s work, refer to the sample OPTION AGREEMENT, but also
know that a signed agreement is not the only thing necessary in communicating goals,
expectations and responsibilities of all parties involved. It is important to be extremely
explicit with whomever you are dealing with, getting in writing as much information as
you can. There will be rough times in the process (there always are). It is incredibly
helpful to be able to reference everyone’s original intentions and expectations.
In short, you all think you’re doing it for the same reasons; a dispute arises and suddenly
that option agreement you all signed is seen as a document created by lawyers in a
language that one party or the other didn’t quite understand. They will be legally bound
by it, but there are ways that a project can be undermined. Even the threat of a lawsuit
can scare some investors away. I have seen (and experienced) countless cases where
projects break down over things that both parties knew were going to happen when they
entered into the agreement to begin with. I spent two years, for example, working to
secure financing for a film…after several stops and starts, we had nearly $4million in the
bank. Weeks before it was time to begin production, the writer/director had a dispute
with the financier over casting issues that we simply KNEW would come up. Though we
had addressed them ahead of time and were assured that everything was fine…4 months
into a process fraught with battling egos, and after airplane tickets were bought,
temporary schools were picked out for my kids, and countless hours and dollars were
poured into the film, the project fell apart when the writer/director realized that he
decided that he wouldn’t sacrifice the integrity of the film with the limited choices he was
being presented. A simple written document worked on before the process began may
have been a helpful tool in this case for getting everyone to realize the big picture that we
set out to achieve. Incidentally, I’m still sore about that one falling apart…some you just
can’t let go of.
Get it in writing while everyone is getting along.
Here is a sample letter that I now send to filmmakers at the beginning of a potential
partnership.

LETTER TO FILMMAKER
Dear _________:
NexTV Entertainment is excited by the opportunity to produce your feature film, ______.
As we consider entering into this new relationship, we feel that it is extremely important
for all parties to communicate their expectations, goals and limitations in regards to this
project. At NexTV , we are, first and foremost, people who like to enjoy what we do and
who we do it with. We will work tirelessly to accomplish a goal as long as there is a
mutual understanding of the rules of the game.
We have developed a series of questions in order to begin this necessary conversation.
1. Why have you chosen this film to direct?
2. Describe as clearly as possible how involved you expect to be in the final
decisions in regards to the following:
a. Budget/Financing
b. Casting
c. Production Dept. Heads
d. Final cut
e. Marketing
f. Distribution
g. Overall strategy
3. What credit(s) do you expect for this film?
4. What do you expect from us as the producers?
5. Are you aware that our first responsibility in producing a film is to protect the
financial investment while serving the creative vision? How do you feel about that
position?
6. Rank in order of importance to you: Cast, Budget, Overall Experience, Artistic
Control, Compensation, Format (film v. video), Overall Production Value,
Number of Days to shoot.
7. Rank in order of importance reasons you would consider not making the film
(The Deal breaker)? I have had some filmmakers demand final cut. That is
simply RARELY if ever going to happen, so knowing this from the beginning
saves everyone time and money.
8. Rank in order of importance your cast wish list. What if they all pass?
9. List actors that you will NOT make this film with, if any.

10. Describe what expectation you have for the completed film? What opportunities
do you expect as a result of the completed film?
Thanks for this. I have no doubt that the process of thinking through and articulating
answers to these questions will help us serve your artistic vision within the realities and
parameters of the project.
Sincerely,
Randy Becker
NexTV Entertainment

Controlling the rights to the screenplay/property is essential, as you know. Especially as
you get more parties involved and you move towards securing financing. All documents
in the “CHAIN OF TITLE” must be in order. That means, there can be no gaps or breaks
in the chain when tracking how a property has been transferred from owner to owner.
You will be required to disclose the entire chain of title and all relevant documents
corroborating the chain, before being able to proceed. A gap will make it nearly
impossible to sell and, therefore, will stop the financing process in its tracks. So, if a
writer came up with an original idea and screenplay, the Chain of Title begins with
him/her. You, as the producer, want to get onto that chain, so you should legally option
the material. Options can be for any length of time and for any amount of compensation
from $1 on up. There are minimums for Guild (WGA) writes, and often 10% of the
negotiated purchase price is reasonable for an option. I have optioned many properties
for free and very few for significant amounts of money.
NEXTV has created an option agreement that can be used as a template for every
production; it reflects industry standard terms for such agreements (refer to
SCREENPLAY OPTION/PURCHASE DEAL MEMORANDUM in the CONTRACTS
section of handbook). By upholding ‘industry standards’, as applied to the writer’s status
in the business, NEXTV enables a writer to be protected, while keeping the property
within boundaries that are palatable for any third party that may pay for assignment of the
rights (i.e. a financier, studio or production company). It is essential that you consult an
entertainment attorney before signing this agreement. This is merely a template to be
used as a point of reference. It is a legal document and I am not a lawyer!
Below are the basic deal points that would need to be negotiated in the Option/Purchase
Agreement. They may vary slightly from production to production depending on the
writer’s standing in the industry, but generally 2 ½% of the total budget is a standard
purchase price for an indie film. It’s important to incorporate floors and ceilings. It’s
very rare that an inexperienced writer on a small indie feature will get much more than
$150K…regardless of the budget. In repping writers I’ve gotten the ceiling higher than
that, significantly, but you don’t want to be saddled with a contract that indie financiers
don’t want to honor. They’d rather take it out of your producer fee than pay more than
they believe is appropriate for a script written by an unproven writer. The assignment
fee, if anything, may be $5K, but this too can be a liability that you may end up having to
absorb yourself. The assignment fee would kick in if you bring in a third party to invest
or partner in the film. They would require that you assign the rights to the screenplay to
them when in exchange for the money to make the film, etc…. Unlikely that you
WON’T do that, unless you plan to finance it yourself. When raising money from
individuals, you should create an LLC that brings the investors in as members and that
will control the rights to the material.
1. Option Price
2. Purchase Price (with floor and ceiling)
3. Assignment Fee (if applicable)
4. Term of Option (including extensions, if any)

5. Contingent Compensation
6. Box Office Bumps
7. Sole/Shared Credit Bonus
8. Terms of Reversion of Rights
9. WGA (if applicable)
10. Credits
11. Rewrites
Before a writer can get any applicable consideration (money!) for their services, a
CERTIFICATE OF ENGAGEMENT (a.k.a. Certificate of Authorship) must be
completed. This, essentially, is a document that records the transfer of rights from Writer
to Producer. Along with noting the price of the transfer, in it the writer guarantees that
the rights are his/hers to give. Again, refer to the CONTRACT for a sample.

I: MAKING THE PRODUCER DEAL
In the process of putting a film together, more often than not, other producing entities are
brought on to the project. There are several key deal points that need to be agreed upon
immediately.
1. Fees: How are they split up between producers (in terms of percentage)?
2. Back End: How is this split?
3. Credits:
a. How many Production Company Credits
b. How many Individual Credits and what are they?
c. Order (who has top billing?)
4. Creative Controls:
a. Approvals
b. Consultations
5. Financial Control
6. Location:
a. Travel Expenses
b. Who needs to be there
i. Exclusive
ii. Non-exclusive
Moving forward without having the broad-strokes of the deal hammered out first, can,
and often does, have serious consequences. As a project gains momentum, producer
deals can take weeks, even months, to conclude, especially when lawyers get involved.
A project will grind to a halt and all progress can be lost (including talent attachments), if
the essential deal points have not already been agreed upon.
All meetings regarding this deal need to be approached in a systematic manner. Many
things can be agreed upon in the room, but without written confirmation of that
agreement, facts can, and usually do, get muddled. The consequences of this can slow
(or even derail) the process.
1. Before the meeting, all points that will be discussed are to be written down.
2. During the meeting, all points discussed are to be marked off as such and all
comments about/agreements made are to be noted.
3. At the end of the meeting, the basic points of discussion are to be summarized.
4. After the meeting, an email is to be sent to all parties present at the meeting (and
their respective lawyers, if applicable) summarizing agreements made in the
meeting with a request that the recipients reply and confirm the contents of the
email.
Again, this is based purely on experience. The broad-strokes of most deals are made
verbally. You need a paper trail for every major decision or you will be in trouble down
the line…without fail.
The MEETINGS WORKSHEET has been designed to facilitate this step in the process.

I: MAKING THE PRODUCER DEAL
MEETINGS WORKSHEET
A. Project Name:
B. Purpose/Goal of Meeting:
C. Date/Location of Meeting:
D. Parties present at the meeting:
1. _________________________ 4. ________________________
2. _________________________ 5. ________________________
3. _________________________ 6. ________________________
POINTS TO
DISCUSS
DISCUSSED/
CONFIRMED
AGREEMENT
MADE
ACTION STEPS
For example…
Credits
1. Position
2. Individual
3. Company
Fees:
1. How are they split
2. % of Budget
3. Back end
Pre-approved Cast list
Locations
Start Date
Rewrites

J: FINDING KEY CAST COMPONENT
Filmmakers who want to have a future in this industry, should be strongly committed to
financially responsible filmmaking. It’s one thing to make a brilliant film and something
entirely different to sell the movie and return the investors’ their money. You do the
latter and you are significantly more likely to make your next film. While no investment
is free of risk, it is important to ‘stack the deck in your favor’ when it comes to getting a
good return on the investment. Therefore, NEXTV will only make a film when the
‘elements’ involved have a combined “worth” that equals or surpasses the cash
investment made into the film. In fact, we generally get foreign projections on the
combination of actors (and genre), then keep our budget as close to that number as
possible. So, for example, if Sharon Stone were attached to your project, you might have
a foreign sales company talk to their buyers and add together the dollars they can collect
from each territory (Germany, France, England, Japan, South Africa, etc…). Assuming
that, at the VERY LEAST, the film was in focus and generally presentable, they’d come
back with a range. Say the low-end of the projection was $3million…that’s what we
would make the film for and NO MORE. Then, all money made from North America
(theatrical, DVD, television, etc…) would be pure profit, assuming that the projections
held up, which they usually do. Also, if the film is good or catches on in any way, you
could expect more than the low-end projection. This is the way to demonstrate to
potential investors that you take their money very seriously.
If you can’t get a foreign sales company on board, at least walk down the aisles at
Blockbuster. Any face that you see ON THE COVER of a DVD, has inherent value to
the American marketplace. If you don’t see a particular actor on the cover of a movie it
is a likely indication that they have negligible value in the marketplace and, no matter
how good they are or ‘impressive’ they seem, you can’t build a financial strategy around
them alone.
Some people find it crass to talk about actors and the specific, inherent “value” they have.
I get it. That doesn’t stop the fact that people who make their living selling movies will
stop talking and seeing the business in this way. Know what the business is. See how
you and your project are being assessed, then make an educated choice that may make
things easier or more difficult for yourself. Some actors who have no ‘value’ in the
marketplace, may have value in other ways. An actor like Justin Kirk, for example, may
or may not sell movie tickets in a big way, based on his career as an award-winning actor
and star of the current Showtime Television hit, WEEDS. However, those who work
closely with actors (talent) know that his name lends credibility to a project that may
make it easier to attract actors with huge value. That is a judgement call that should be
made after you have done your research. Call up some of the agencies and management
companies that rep some of the bigger actors and see if you get your phone calls returned
when you let them know about your project with, “blank” actor attached.
Because we have a good overall sense of value, we can determine how much a film
should be made for, simply by the elements attached, the genre and so forth…It is
extremely unlikely that NEXTV would make a $10 million film, for example, with
certain actors on board and no distribution in place (regardless of their abilities or our

personal affinity towards them). However, we may find that the same package of actors
works perfectly for a film budgeted at $1 million. Then the question is whether you can
realistically make the film at that budget. I tend to say “yes”…technology is such that
truly inventive and motivated filmmakers can take $1million (that’s one million
individual, green dollars) and make a great movie. Unions, equipment, insurance and the
like make filmmaking extremely expensive, however, you can adjust the scale of your
production down to the size of your budget…like I said before, we offer a package for
filmmakers who want to shoot a micro-budgeted project with great equipment and a
professional operator/DP/editor for exponentially LESS money and higher quality than
was possible a few years ago. Anyone who is fortunate enough to have raised $1million
for a film, can make a pretty damn good looking one, these days. Filmmaking is getting
cheaper, not more expensive. I digress…
NEXTV has allied itself with foreign sales companies who make it their business to have
up-to-date projections for each actor…GET TO KNOW FOREIGN SALES AGENTS.
Make the cold call, have coffee, be an intern, figure out how you can be of value to them.
The information that they gather daily is extremely important when trying to raise money
for a film or determine who you should target for the lead roles in your film. When you
come to a major company or producer boasting that you have an actor attached that has
little value, you immediately betray your lack of knowledge and likely will end your
opportunities at that company. Foreign sales companies are not just pulling these
numbers out of the air…the good ones are going with recent historical data and personal
contact with the actual buyers from the different foreign marketplaces. If you keep the
film in focus and audible, 9 out of 10 times the projections hold up. You will be amazed
at who does NOT have real value and who does.
Foreign sales companies know the marketplace and can also tell you whether they can
sell your project before you ever shoot it. There are exceptions that we see all the time
and that continue to cloud the realities of the actual marketplace, just like there is a new
lottery winner every week. But building a sustainable business on your future lottery
winnings is a business that’s tough to sell. You can always get someone to invest
once…lose their money and you’re done with them, no matter how close they are to you
or how wealthy they may be.
So…you have your brilliant script that you WILL make into a movie, but it’s a drama,
there is no actor with value attached and no way, it seems of getting an actor
attached…should you throw in the towel? Of course not…if this is the project that you
must make, forget everything you’ve read so far and make it anyway!!! If you are a
filmmaker you MUST make films. Waiting around for the formula to work may take you
forever. Find a way to shoot an extremely good movie for very little money, then jump
off the cliff and shoot it. But…make sure the choices you make creatively are not limited
by your lack of money, but instead inspired by it. In making NARC the story goes that
director, Joe Carnahan, couldn’t afford the particular dollie needed for the opening chase
sequence. Instead, he strapped the camera to a shopping cart and created a riveting effect
that served the story he was trying to tell. You must adjust to make deliberate creative
choices.

Shooting your movie without elements and with total disregard to the logic of the
marketplace that I’ve been talking about, may make it much harder to sell your
movie…or you may hit the jackpot with it. I want to communicate to you what the
challenges are and will be, and how to set your expectations. Perhaps this movie is
simply a festival one and a calling card for what you can do, so the next time around you
can get an actor of note to pay attention. Be very clear with why you are shooting your
movie (strategically speaking) and make sure every move you make is in line with this.
One of the reasons I spent $60,000 on a movie that I had hope to spend $7,500 on (aside
from the fact that I had no clue what I was doing) was that my goal was to make a calling
card in order to sell my feature. I felt that I could not have achieved my specific goal if I
made a mediocre film that didn’t communicate the aesthetics and general tone of the
potential feature. Because I had no idea what to plan for and no real plan to begin with, I
ended up shelling out dollar after dollar to ensure that I was creating something
worthwhile (who knew, for example, that it was one thing to rent a bunch of trucks full of
equipment in NYC and another thing to PARK THEM SECURELY
OVERNIGHT…$1,000 a piece for the week!). I highly recommend that you do NOT do
it that way. Needless to say, I have learned from my experience…and hope you learn
from my experience as well.
Back to finding MARQUEE TALENT to help attract financing and secure a sale for your
film:
1. Create Actor Wish List
i. Aim high
1. Have a list of the prototypes so everyone immediately gets
your vision (Brad Pitt, etc…)
2. Have a list of actors that YOU think work creatively,
financially AND might need your film for their career
a. Actors (and their reps) often say that they are
looking for their PULP FICTION (re-invented John
Travolta) or their MONSTER (Charlize Thieron’s
break-through ACTING role).
b. Finding an actor who needs to reinvent him or
herself gives you a shot at the top…provided that
you are offering a role that is truly remarkable.
ii. Be realistic
1. Some actors have no reason whatsoever to make a movie
with an unknown director, an unknown writer, an unknown
producer. And no matter how much they like your
material, they will have people in their lives that will either
keep you away from them or convince them that they need
to NOT do your film.
a. Does Matt Damon, for example, need to be the
action hero in your movie? I find it difficult to
imagine…he’s got the Bourne franchise already.

b. Does Ben Affleck need to be the action hero in your
movie? Maybe…if it’s a brilliant role, with
incredible potential for becoming his “Bourne
franchise”.
c. Both have great value in the marketplace; one may
need a spark in his career…though it seems Ben
Affleck is focusing on directing. (Get the point?)
2. Some actors may be huge stars to you, but may not mean
anything in the real world. Many TV stars, for example,
don’t make raising money for your film any easier,
especially if their show is not yet playing in the relevant
territories around the world.
iii. Look for yesterday’s big stars.
1. Actors who were once HUGE often still have a ton of
foreign value.
a. Patrick Swayze, for example, until
recently…sadly…may not have helped you get into
theaters in America, but would still attract people
from around the world (he was a house-hold name
for years).
iv. Look for some great smaller roles that you could fill with big stars.
1. A role that only works for a day or two may make it easier
for you to fill…
2. You can offer a significant day-rate (say, $10K per day)
and it would only cost you $20K-$30K. It’s often worth it
for, say, a Donald Sutherland, to roll out of bed and to a set
for $30K
3. Know that foreign buyers are not AS interested in stars in
small roles, but they still add value and can help you attract
other actors.
v. Make room for stars.
1. If you are playing the lead in your film, it makes it very
challenging (not impossible). Even if you have a brilliant
role open for a marquee name, more than likely, they will
want to know who is playing the lead.
2. All Stars (or the people that advise them) realize that their
ability to get cast is directly related to their value in the
marketplace. If they begin doing movies that don’t do well,
those numbers are not kept secret . Their value will
diminish and their ability to get cast will too.
a. Unproven directors pose a challenge (not
insurmountable).
b. Unproven actors pose a challenge
c. You must be able to convince them that there is no
one who is better for the role (or to direct).

d. Again, not insurmountable, but you must decide
what is your highest priority…selling your project
or making/being in your project.
2. Identify Representatives
i. Agents
ii. Managers
iii. Lawyers
3. Do your due diligence
i. What are specific actors looking for?
1. Utilize personal relationships with talent agents, managers,
casting directors and lawyers.
a. Are they looking for a ‘pay day’?
b. Will they do indie films?
c. What kind of roles are they looking to play?
d. Do they want to direct as well…produce?
2. Is there any way to access talent directly?
a. If you can get to your projects directly in the hands
of an actor, that is HUGELY helpful. It is wisest to
inform their manager/agent that you have given
your project to the actor. Let them know that you
are doing this as a courtesy to keep them in the loop
and will give them a copy of the material as well, if
they’d like.
b. It is tough to get an agent/manager to read material
for a big star, as I’m sure you know…however, if
they know that their prized client has the material
already, it is in their best interest to be educated on
the material.
c. There is no point in trying to circumvent agents and
managers entirely. Major actors are busy and more
often than not, hand material off to their reps to
filter for them…This is all a chess game. Play each
player against the other, presenting them with
something of value and, in some cases, a
consequence for NOT playing along.
ii. Assess which actors will be a waste of time based on the
following:
1. Budget/money available for cast
2. Actor’s taste in material
3. Type of role
4. Size of role
5. Time commitment
6. Location

4. Check Availabilities
i. Call agent or manager
ii. If not available, when will they be?
iii. You will be asked for the project name, start date, maybe the
budget, etc…
1. We made a film for $87,000…when asked the budget, we
said it was “under a million” (which it certainly was) and
we got some significant names on board…who NEVER
knew the budget of the film.
2. You must have a START DATE when you begin
approaching agents. Even if it’s not entirely real, choose a
realistic date that incorporates the amount of time you’ll
need to close deals up (generally a month), time to prep the
film (5-8 weeks…less if the budget is real low).
3. Know that any sense of hesitation, apology or inexperience
will immediately be a red flag to keep their clients away
from your project.
4. Experiment with the most effective ways to cold call,
giving yourself talking points to mention immediately.
a. People are very busy trying to make something out
of nothing in this industry. YOU ARE EITHER A
DOLLAR SIGN TO THEM, OR YOU DON’T
EXIST.
b. Demonstrate that you are a potential dollar sign
immediately in the conversation.
5. Refine list
i. With financier or potential financier, identify a ‘pre-approved’ list
1. If you can go to a financier and demonstrate a true respect
for their investment, you are much less likely to be
dismissed.
2. Suggest that you create a list of actors that, if you are able
to get one, they WILL invest in your film, if not, ‘no harm
done.’
3. Present them with a list of people who are creatively right,
within the realm of possibility for you to get and financially
sound as elements.
4. Know that every financier will prefer that you get Brad Pitt,
so present possibilities that are truly realistic or you will be
stuck with trying to get Brad Pitt.
ii. Identify most desirable actors (divide into A, B, C lists)
The CAST LIST WORKSHEET is a helpful template. (Use an excel worksheet).
Note: While many NEXTV productions are centered around writer/directors, there are
times when a director must be found. This process parallels that of finding actors. A few
things are key in choosing a director: 1) Will they help you secure talent (marquee

actors) 2) Can they demonstrate that they are the best choice out there for the film? They
will need to prove it, not just to you, but to financiers and, most importantly, marquee
actors. First-time directors are tough unless they are the writers as well. However,
sometimes you may want to present the director as a first-timer even if they have samples
to show. Unless the work is BRILLIANT, you may be opening a can of worms by showing
their previous work. The unknown may be better than the known, if the latter is not
brilliant or could raise questions in any way.

CAST LIST WORKSHEET
TITLE
Character #1 (or Director)
ACTORS AVAIL AGENCY AGENT ADD’L REP RATING
Character #2

K: BEGINNING “SOFT PREP”
‘Soft Prep” is the prep time before actual pre-production begins. When the money to
finance the film has been identified (if not entirely) secured, a start date has been set and
whatever “triggers” required to gain access to that money have been identified and
readied, it is time to begin a soft prep of the film.
While it is unlikely that anyone will be on payroll until the official start of pre-
production, many of the key players of the film should be identified, location scouts
should begin, and, in general, the ‘machine’ that will power this production should start
to be assembled. The risk with getting too deep into prep before all financial deals are
locked down is that you could look bad if the deals fall through…yup, done it, regretted
it, will probably do it again. With a recent project I was to produce, I was assured that we
were a ‘greenlit’ movie. I had contacted all agents in town to identify those perfect key
creative department heads. The director and I had begun interviewing some extremely
accomplished DPs, Editors, and Production Designers. We began flying the director to
New York and London to scout locations and meet a key actor. We did and spent…a
lot…then it all fell apart….my wife was unhappy. Lots of work, lots of hours, nothing to
show for it.
Nonetheless, you must prepare yourself for the start of pre-production, because once you
begin, you are on the clock…time ticks down to the day you begin principal
photography…and the cost of being unprepared for that is prohibitive.
PREP CHECKLIST #1 is a helpful tool in making sure that the initial steps for
prepping the film have been taken.

K: BEGINNING “SOFT PREP” – PREP CHECKLIST #1
PREP CHECKLIST #1
1. Form and file for an LLC
a. A new corporation should be formed for each production.
b. An LLC (limited liability corporation) protects you, personally, from
liabilities that the company may have.
c. Ideally, you are a manager of the LLC (decision-maker) and the investors
are members with agreed-upon rights.
i. Rules for the running of the project are explicitly laid out in the
operating agreement of the LLC.
1. Here is where the Return on Investment (ROI) is defined
2. In general, investors should get back their money + a
premium (usually 10%), before any other money is
distributed.
3. Deferred costs and bonuses come next.
4. Then, profit is split between investors and the producing
team. Traditionally it is a 50/50 split (again, this is AFTER
the investors have gotten back their money plus some).
ii. Reality is that the distributor will take a significant portion of
every dollar that comes in before it even goes into your company’s
coffers, but the specifics of that deal that will be negotiated
separately.
2. Check Paperwork
a. Operating Agreement
b. Risk Factor Document
i. You need to be clear with your investors that this is a risky
proposition.
ii. You can’t mislead them into investing into a film without laying
out the risks.
c. Production Attorney Deal
i. Making a movie is extremely collaborative…there will be many
deals to make along the way.
ii. I HIGHLY recommend that you find an entertainment attorney to
assist in this.
1. If you don’t have much money, figure out a deal.
2. Maybe you pay them a flat rate, maybe they will accept a
deferred payment (unlikely).
3. This, like all expenses, will be a line in the budget
3. Hire a Line Producer
a. He or she will run the show. It is of VITAL importance that you trust both
their skill set and their integrity, since they will be dealing with and
handling MONEY; budgeting, cash flow, making crew deals, equipment

deals, dealing with the unions and guilds and generally making sure that
the business side of this business runs smoothly on a daily/second-by-
second basis
b. I had the unfortunate experience of having a Line Producer who forgot
that the SAG (actor) rates had changed. Our entire budget ended up
significantly inaccurate and we had to scramble to raise an additional
$50K.
4. Write a Budget – FYI, one of the sponsors of the NexTV Web Series and Short
Film Competiton (Entertainment Partners) makes Movie Magic, the leading
budgeting and scheduling software…another reason to submit to our competition,
right? Right. www.NexTV entertainment.com.
5. Identify Key Creative Dept. Heads
a. Director of Photography (DP)
b. Production Designer
c. Costume Designer
d. Editor
6. Begin scouting locations
a. Informal
b. Get a head start on exploring challenging locations
c. Most state film commissions have a ton of photographs on file to help
scout locations. Call them up and they will help you out for free.
7. Begin scouting production offices
8. Hire Casting Director
a. Put out a Break-down
i. This informs all agents and managers in town of the roles that you
will be looking to cast.
ii. This will generate phone calls from agents/managers where they
pitch their clients…often actors who may be of value to the
financing part of the equation are brought up TO YOU.
b. Begin connecting with agencies about the project
i. If you can get an agent to ‘cover’ your project, that is ideal.
1. You have to demonstrate a real value to the agency/clients
in order for that to happen.
2. This is rare, so the key is to make the agency aware of your
project and find a champion in the agency who will help
navigate the waters.
a. Again, information is key.
b. Many of the leading men in town are at CAA. CAA
is a huge company. Having an agent on your side
who will talk to the various agents and gather

information about clients that you are interested in
is extremely valuable.
ii. This is another reason why you should dedicate a good portion of
your time, when NOT in production, to building relationships at
the agencies.
1. In my previous company, we spent 6 months doing nothing
but having meetings with all of the top agencies and
management companies in town. The pay-off was huge… I
still do it…
2. We were producers and were able to convince them that it
was worth a few minutes of their time to see what projects
we had going and, in general who we were.
3. They will only do this if they believe that you have
something of value…some way to cast their clients and get
them paid or some long-term relationship worth working
on.
a. I leave it to you to figure out how to convince
others of this.
b. Be creative and do a lot of ‘trial-and-error’ runs…

L: PRE-PRODUCTION
When Pre-production officially begins, the first thing that should be worked on with the
line producer is the overall plan for addressing everything that needs to be done in
preparation for the start of principal photography. A Master Production Calendar should
be created that begins by working backwards from the start date. While daily revisions
may be necessary, this calendar should be adhered to religiously. PREP CHECKLIST #2
and #3 will be helpful in keeping track of the business that will need to be taken care of
during pre-production.

L: PRE-PRODUCTION
PREP CHECKLIST #2
(Initial Steps)
1. Create MASTER PRODUCTION CALENDAR with the “End in Mind”
a. Work backwards from beginning of Principal Photography
b. Outline the major challenges that need to be addressed
c. Schedule Production meetings
d. Schedule Tech scouts
2. Create MASTER TO-DO LIST
3. Begin CASTING
4. Begin UNION PAPERWORK (when applicable)
a. SAG
b. DGA
c. WGA
d. IATSE – union for your crew
e. TEAMSTERS – Casting Directors are now included in this union.
5. Scout LOCATIONS
a. Hire Location Manager
b. Rewrites
i. to reflect locations (if necessary)
ii. to reflect other budgetary constraints
6. Begin Hiring CREW DEPT. HEADS
a. Grip
b. Electric
c. Sound
d. Hair/Make-up
e. Post-Prod. Supervisor

L: PRE-PRODUCTION
KEEPING PRE-PRODUCTION ON TRACK:
There is an incredible amount of work that needs to be completed in a very short period
of time. As the team grows, it is essential to ensure that it is functioning efficiently and
effectively, and to make the necessary adjustments as challenges arise. Though this is the
responsibility of your Line Producer, you need to be on top of it all as well. The
following is how I suggest that you keep the machine functioning properly, followed by
Prep Checklist #3:
1. MORNING EMAIL FROM LINE PRODUCER:
a. EXPECTATIONS/HOMEWORK for the day. (It should be specific to tasks
that need to be completed.)
b. This should come consistently at the same time each day, if possible, so
everyone has marching orders and is reminded of the big picture each day.
3. END OF DAY EMAIL: FOLLOW-UP
a. Where are we in the overall process?
b. What have we achieved?
c. What new challenges have arisen?
i. Identify the challenge
ii. Create action steps for meeting the challenge.
3. PRODUCTION MEETINGS:
a. Production meeting every week.
b. Department Head meetings every week.
c. Overall Meetings (Mondays)
4. WEEK-END COST REPORT
a. Budget: Run a VARIANCE column in Movie Magic (the difference between
the actual numbers and the budgeted figures)
b. As real numbers come in - we need to see the variance, so, at any point in the
process, we know where we are in terms of cash flow (up or down in each
category)
c. Essential, so we can make critical decisions on how to get back on track.
5. CASH FLOW LIST
a. What checks do we need?
b. Which vendors will require deposits? What kind?
a. You will be renting extremely expensive equipment.
b. In addition to insurance, many vendors will require a deposit.
c. When do you need them, etc.
7. VENDORS
a. What kind of credit application do they accept.
b. Do they accept P.O.’s?
c. What kind of insurance do they require?

L: PRE-PRODUCTION
PREP CHECKLIST #3
1) CAMERA PKG
a. DP will compile his wish list.
b. Shop for Deals
2) GRIP/ELECTRIC PKG.
a. DP will compile his lighting wish list.
b. Gaffer and Key Grip make their lists.
c. Include Expendables
i. These are items that cannot be returned.
ii. Gaffer’s tape, Gels for lights, etc…
3) 1st
AD
a. Hire one that comes highly recommended (extremely important)
b. Create schedule for Principal Photography
i. Include Day-out-of-Days
ii. Revise regularly
4) LOCATIONS
a. Schedule Scouts – Director, Line Producer
b. Tech Scouts – Director, Line Producer, and all Dept. Heads
5) COMPLETE HIRING:
a. Catering
b. Craft Service
c. Script Supervisor
d. AD crew
e. Camera Crew
f. Sound
g. Grip/Electric
h. PA's
i. Transportation
j. Mechanical Effects team
k. Security – guard the trucks, equipment, sets, etc…
l. Extra Mngment/Casting Co.
m. Stand-ins
n. Interns - How are they being handled?
6) INSURANCE
a. Production Insurance
i. Truman Van Dyke is one of the best for this
ii. Kent Hamilton is the best…
b. Workers Comp (State Workers Compensation Fund)
7) LEGAL-check in w/ Attorneys for specific requirements

L: PRE-PRODUCTION
8) SCRIPT CLEARANCE
a. This is one of the first things some companies do before committing big
dollars into a production.
b. They want to know what potential claims, if any, there may be against this
property, what rights need to be tied up, etc…
9) ACCOUNTING
a. Hire PRODUCTION ACCOUNTANT
b. Determine method of Accounting
10) PAYROLL CO. – ENTERTAINMENT PARTNERS is the best for this…
a. also a sponsor of the NexTV Web Series and Short Film Competition
b. Ask for Rich Guay and tell him that Randy Becker sent you…can’t hurt.
11) INSTITUTE CHECK PROCESSING SYSTEM
a. All purchases must be approved by YOU.
i. Advise crew to get PRE-approval whenever possible.
ii. For low budget films it is important to be clear about standardized
allowances or you’ll end up depleting the budget on trips to
1. Lunch in the field: $5
2. Dinner in the field: $10
3. Gas: only for production-related mileage
4. You will be providing lunch and dinner on the set,
however, you will be sending people on ‘runs’ throughout
the entire production.
b. No immediate turn-around on P.O.’s
i. Minimum of 48 hour turn-around.
ii. To ensure that there are no overpayments, no P.O. paid until cross-
referenced with budget and cash flow reports.
c. Communicate the policy to crew. No exceptions.
d. IT IS ESSENTIAL TO MAINTAIN A TIGHT CONTROL OVER THE
BUDGET, as there are many, many people spending money and you will
be held responsible for overages.
e. There is nothing worse than having to raise money in the middle of a
production…well, a few things worse, but it’s not fun.
12) CRAFT SERVICE approach?
A. The Craft Service table is an important way to keep morale up and energy
focused.
B. This is where snacks and drinks are set out for the cast and crew to enjoy.
C. Be clear on how you want/expect this to be manifested
I. Some hire trucks
II. Some simply go to Costco and buy some junk food.
13) Begin Set Construction: Does ART DEPT have everything they need?

L: PRE-PRODUCTION
i. Construction Labor Supplies
ii. Specialty props/equipment
14) VAN RENTALS
a. Rental Company?
b. What deals can be made?
15) STUDIO TEACHER for the kids (if applicable)
16) PICTURE VEHICLES – vehicles that will appear on camera.
17) ACTORS’ DRESSING ROOMS/TRAILERS
18) MAKE-UP/HAIR ROOMS.
a. Tables
b. Mirrors
c. Everything that's needed inside.
19) POST PROCESS - understand the Post Process
a. Identify Post-Production facilities
b. Approach to DOWN CONVERSIONS (if applicable)
c. Plan for DAILIES –
i. Where watched?
ii. How will they get to set and editor?
d. What is required by Post Supervisor?

M: MAKING THE ACTOR DEALS
While most of the crew deals will be worked out by the Line Producer, the casting
director is responsible for communicating your/the production team’s wishes to the
actors’ representatives. In some cases, however, it is required that you be directly
involved in hammering out the bro-strokes of the deal.
Below are the basic points that need to be addressed:
1. Compensation – some possibilities (remember to add payroll tax and Pension
Health contributions for union actors)
a. Flat rate (negotiated)
b. Schedule F ($65,000 flat rate)
c. SAG scale - weekly
d. SAG scale - daily
2. Back-end (if applicable)
a. Gross participation (a percentage of every dollar that is generated by the
production.
b. Net participation (a percentage of the profits…usually this amounts to zip,
zero, zilch).
3. Billing
a. Single/Shared card?
b. Main/End titles?
c. Position
4. Accommodations (if applicable)
5. Perks package (if applicable) – many marquee actors require significant perks
packages.
a. Plane tickets for family
b. Rental cars
c. Gym memberships
d. Pink M&Ms scattered in boxer shorts…whatever it may be.
6. Approximate Start Date
7. Length of commitment

N: PRINCIPAL PHOTOGRAPHY
Once a film is actually shooting (principal photography), many of the day-to-day tasks of
production are being tended to by the Line Producer, Unit Production Manager, 1st
AD,
and the rest of the film crew. Your major function will be to oversee the process and
make sure everything is running smoothly. There may be stretches of time where there is
little to do. That being said, it is essential for a producer to be on set at all times to put
out the “fires” that inevitably will flare up on a regular basis. Being aware of specific
problems in each department as well as the general morale on set will help determine the
adjustments that need to be made as the shoot unfolds.
As production requires long hours and an incredible dedication from every person on set
(and off), it is essential to instill in everyone a sense of ownership over the project. A
system needs to be put in place that encourages individual initiative and creativity, while
supporting the integrity of the director’s vision.
1. Begin each day with a full walk-through of the day w/ all department heads.
a. This allows each department to anticipate the day’s tasks.
b. This structure gives department heads the freedom to take initiative.
i. Every second costs you money, so this can be very valuable.
ii. Regardless of your director’s ability to multi-task, this will keep
department heads from having to stand around and wait for their
next set of marching orders (slow and bad for morale).
2. Weekly cash-flow reports
a. Line Producer should provide a weekly accounting of all expenditures.
b. A “Cash-flow meeting” should occur weekly, to keep you fully informed.
3. Weekly Production meetings
a. Brief coming together of department heads to discuss challenges, air
differences and address possible adjustments/reforms.
b. Brief individual meeting w/ each department head.
4. Stay on top of Script Changes: As we often work with writer/directors, the regular
protocol for making script changes is often ignored.
a. At the end of every day: meet w/ Script Supervisor, 1st
AD and Director to
discuss any changes that were made.
b. Address future script changes needed to accommodate schedule.
5. NEXTV is always looking to assess, improve and refine its method of making
films. Two questionnaires have been created to serve this purpose, and to
encourage everyone’s personal involvement in the filmmaking process.
a. The first, TWO WEEKS IN, is to be handed out to everyone on set at the
end of the second week of principal photography.
b. The second, THINGS ARE COMING TO AN END, should be handed out
one week before principal photography has been completed.

TWO WEEKS INTO PRODUCTION
…Some Questions…
1. Are you having fun?
2. What is your personal goal in doing this film? What are the challenges you are
confronting in meeting it?
3. Are you being provided with the tools to enable you to perform at your optimum
level? If not, what could be done differently?

4. Is there a clear chain of command established and is it effective in handling
challenges?
5. If you were a producer on this film, what would you do differently?
6. Have you read the script? If so, what are your thoughts on it?

THINGS ARE COMING TO AN END
…Some Questions…
1. Did you have fun?
2. Were your concerns adequately addressed after the first questionnaire (week 2)?
3. Do you feel that you were provided with the tools to enable you to perform at
your optimum level? If not, what could have been done differently?

4. If you were a producer on this film, what would you have done differently?
5. Are you aware that NexTV (you) is always looking for great material to bring to
life? Is there a writer or piece of material we should be introduced to?

P: FINAL DOCUMENT CHECKLIST
DELIVERY
It is essential to have all necessary paperwork (clearances) signed and filed before the
film is completed. It is very difficult to sell the film without the necessary paperwork.
The Document Checklist will help keep track of this.
These days, it is not necessary to spend the money on some of the ‘big-ticket’ delivery
items that a distributor may require. I certainly wouldn’t bother converting the project to
35mm (assuming you shot it on video), even if your aspirations for it are for a theatrical
distribution.
If you are able to work some of the more expensive delivery requirements into the
production budget, it could save you some money in the end, but, again, it is not
necessary.
What a distributor will require, aside from your masters, all relevant paperwork, stills
from the set and all media that accompanies the project, is an Errors & Omissions
Insurance policy (E&O), close-captioning and an MPAA rating. In total, that could cost
you well over $10,000 (E&O taking up nearly all of that cost). Most distributors will
pick up the cost, but take it out of any advance they would pay you for the film. Or they
may simply collect the money from the film’s revenue. E & O protects everyone
involved from being sued for any intellectual property rights. We shot a film, for
example, where there was a painting in the background of a scene (we had cleared it with
the owner of the painting). The actual painter saw the film and threatened to sue the
production. The insurance policy paid him off. Without E & O insurance there can be no
sale of the film.

DOCUMENT CHECKLIST
I. OPERATING AGREEMENT
II. CHAIN-OF-TITLE DOCS.
III. TALENT DEALS
a. Actors (stars w/ long negotiated deals)
i. Deal memo
ii. SAG form
iii. Long form
1. Loan-out documents
2. Certificate of engagement/authorship
3. Service Agreement
iv. Payroll Documents
b. Actors (w/ simple deals)
i. Deal Memo
ii. SAG Documents
iii. Payroll Documents
iv. Certificate of Authorship/Engagement/Results & Proceeds
IV. WRITER DEAL
a. Purchase agreement/Option
b. Loan out
c. Certificate of Authorship
V. DIRECTOR DEAL
b. Loan out
VI. PRODUCER DEALS
b. Loan out
VII. SAG – ALL DOCUMENTS (Exhibit G’s, etc…everything you gave to them)
VIII. WGA – ALL DOCUMENTS
IX. DGA – ALL DOCUMENTS (If applicable)
X. CREW DEALS (include CASTING DIRECTOR all POST AND MUSIC,…)
a. Deal memo
b. Certificate of Authorship

c. Payroll Docs. (1099 or W4)
XI. EXTRAS
a. Deal memo, if applicable
b. Likeness/Image Agreement
c. Payroll docs. (W-4 or 1099, if applicable)
XII. LOCATION AGREEMENTS
XIII. INVESTOR AGREEMENTS
a. Letter
b. Sales Agreement (if applicable)
XIV. PROMISORY NOTES
XV. PAYROLL DOCUMENTS
XVI. POST AGREEMENTS
XVII. INSURANCE DOCUMENTS
XVIII. MAIN TITLES/END TITLES
a. CAST CREDIT LIST
b. CREW LIST
c. SCREEN ACKNOWLEDGEMENTS
XIX. VENDOR LIST
XX. P.O. BOOK (from Line Producer)
XXI. CHECK REGISTER
XXII. ATTORNEY AGREEMENTS
________________________________________________________________________
CONFIDENTIAL: FOR YOU ONLY
I. CAST LIST W/ NUMBERS
II. CREW LIST W/ NUMBERS
III. VENDOR LIST W/ NUMBERS

Q: CONTRACTS
SELLING YOUR FILM
Hopefully you have done what you can to create a package that is truly relevant to
buyers. Either way, when the film is completed you have a few options for how to
proceed.
I’m going to assume that you’ve shot a feature film. If you’ve shot a short, a webisode, a
documentary or any kind of pilot presentation, you should SUBMIT IT TO NexTV’s
Web Series and Short Film Competition…I get to plug the competition when I’m giving
material away for free, right?! It is extremely difficult to find a monetary value in a one
of these types of projects, but they can be EXTREMELY valuable as ways to pitch larger
ideas or simply as your calling card to the top circles of the industry. Produced content is
king. Being able to see an idea on its feet is an extremely valuable thing, and studios and
networks are all scouring YouTube for that next great idea…it could be yours.
In some cases when using your film as the basis for a pitch, it can be extremely helpful to
cut your film down to a 1 minute trailer of sorts, taking the most powerful images to give
us a sense of the story, the world, the characters. If they want more you can show them
the rest of the work, then pitch the idea that it grew out of.
The following is my commentary on a few paths to take when trying to sell your
FEATURE FILM. Begin by identifying the potential buyers for your ‘product’. It’s
‘your baby’ to you, it’s a film to you, it’s something you have poured your heart and soul
into for well over a year to you…it’s potential PRODUCT to people in the industry who
sell movies for a living! If you can’t divorce yourself from the emotions associated with
putting your film out there in the marketplace, if you can’t have a clear objective sense of
your film, bring someone in who can and does.
The festival circuit can be a load of fun and, depending on which one you screen at, very
effective at getting your film in front of relevant buyers. Go for the big ones with
markets, maybe a few others, but make sure you are targeted with this…you could end up
spending thousands on entry fees…festivals like Sundance, Slam Dance, Toronto,
Cannes, Tribeca, Telluride, Berlin, South by SouthWest and some others can be
extremely helpful, but very difficult to get into (politics being just one of the factors). I
wouldn’t build my entire strategy around the festivals. You can get the film to buyers on
your own. A sales rep is helpful, even though they charge a significant commission, but
getting a sales rep may be as difficult as getting a distributor in some cases…BE YOUR
OWN SALES REP!
1. Identify the films out in today’s marketplace that are similar in genre, tone, may have
some of the same actors of note, may appeal to the same demographic, etc…?
a. Distributors have customers as well (buyers). They brand themselves by
choosing material that works for THEIR buyers.
b. No use sending a horror film to a company that sells soft dramas.
Companies have a somewhat diverse slate, but it must include your kind
of film or you may be wasting your time.

Q: CONTRACTS
2. Look the films up on IMDB and find out who distributed them (theatrically,
domestic home video, foreign, etc…).
3. Compile a list of distributors that are appropriate for YOUR film.
4. Make contact with each distributor and ask what the essential elements for a film
they’ll take on are.
a. Don’t mention your film yet.
b. Compile the data on a spreadsheet.
5. Know that many distributors sell their films based on the poster alone.
a. Buyers know that audiences make decisions based on posters
b. Who is on the poster is key, but other elements can play a role too.
c. No matter how good you think your movie may be, you need to increase
your chances of a sale in every way (competition is unfathomably stiff).
6. Create a poster that you can imagine hanging up in a movie theater.
a. You can use this same artwork for the DVD cover.
b. Create a package that might convince a distributor that your film can be
marketed effectively.
a. Many sales reps sell movies based on movie posters alone…and who is on
them.
b. It may be worth investing in an artist who can help out.
7. Get the distributors in a room to watch your movie!
a. If you send them a screener, they will look at the package (who is in it,
etc…), look at the genre, then watch a few seconds of it to see if it holds
up, then a few more if it does.
b. Festivals are effective because buyers know that there are other buyers in
the room as potential competition. They also have to sit through much
more of a film when it’s in a theater, giving it a chance to grow on them.
c. YOU MUST CREATE AN EVENT that entices multiple buyers to come
out to see the screening. Again, BE CREATIVE.
i. Maybe it is part of an evening with performance, a lecture series, a
wine-tasting, or some sort of benefit…make it a poker tournament
if need be…just get them out to see the film.
ii. Find a way to convince an exec at one of your targeted companies
to come to the screening, and, in general, if you have no marquee
talent in the film, just inviting them will not be enough.
8. Then the rest is about perseverance. You may find that there is no market for
your film…now. Keep sending it out, hosting events, and so on until you get a
bit.
a. There are a load of ancillary markets to explore from the many television
networks (cable and free), DVD, and so on…

Q: CONTRACTS
9. IF YOU DON’T GET DISTRIBUTION, you can still mine value from the film.
a. Some people may find this strange or even heretical, but if your goal
(beyond being a celebrated filmmaker) is to make some money back for
your investors…examine your film from a purely pragmatic perspective:
i. You have produced content…it costs money to create produced
content...
ii. Can you re-imagine your film or grab bits and pieces of it?
iii. Can you serialize it, breaking it into installments for the web, for
cell phones, etc…?
iv. Can you be useful for someone’s website? Corporations pay big
money for produced content.
v. Can parts of it be transformed to directly promote a product or
simply used as content for a website in need of a way to entertain
it’s members?
THERE IS VALUE IN YOUR FILM…if you can stand to let it go.
On the other hand, we sold 6 films, a few years ago that had been sitting on the
filmmakers’ shelves for between 5 and 10 years. We had developed a relationship with a
company that was providing content for Warner Brother’s Home Video and Video-On-
Demand. They had to fill 32 slots and simply couldn’t find enough content that matched
what they were looking for. The filmmakers did not make a lot of money from the deals,
but their work was in Blockbuster, was distributed on demand; that had value for these
filmmakers.
Note: It’s important to understand that in most cases, a theatrical distribution does not
make monetary sense. It costs a lot to get a film in theaters and promoted properly, so
unless the film and conditions surrounding it are right, it may not happen. If you have
tried for some time to get a theatrical distribution, it may be wisest to set your sights on
simply getting the investors their money back with a DVD sale, a TV sale, foreign
territories and whatever else you can cobble together. You may lose your opportunities
for those deals if you wait too long…if your film is in the marketplace for too long.
Ex: We made a movie a few years ago with a few actors that had value in the
marketplace. It was a soft drama and a first effort for the filmmaker. We put together a
screening with nearly all of the top theatrical distributors in town. None bought it. We
did, however, get a nice offer for a DVD sale and for it to be an original movie on a
particular cable network…the filmmaker and one of our producing partners couldn’t let
go of their theatrical aspirations. We tried some more and by the time we had to go back
to the DVD and television companies, their offers were SIGNIFICANTLY
reduced…50% less.

Q: CONTRACTS
I pass this information on to you and hope that you process it for whatever it is worth,
then go out and learn the lessons yourself. My experiences may not be relevant to
everyone.
Best of luck!
Randy Becker

Q: CONTRACTS
Here are sample contracts for Writers, Directors, Producers, Actors, Crew, Post-
production facilities, etc. While each production will vary, these templates are helpful
points of reference.
I cannot stress enough, however, how important it is for you to get an attorney to review
all of your paperwork. I am not an attorney and, while these documents were created by
an attorney, they were drafted for specific productions, each having specific parameters.
Documents and portions of documents and portions of sentences in documents can come
back to haunt you and, if you are not careful…WILL.
A great way to save money on attorney fees is to come to terms on the major deal points
and possibly even work them into a document, using a template (after you have educated
yourself on what these documents truly mean)…THEN, hand it all off to your attorney to
look at. They can mark it up without having to recreate it all. I leave it to you. The
following sample contracts are for you to see examples of the kinds of contracts you will
need to be dealing with.

R: CONTRACTS – WRITER - OPTION
SCREENPLAY OPTION/PURCHASE DEAL MEMORANDUM
This Screenplay Option/Purchase Agreement Deal Memorandum (“Agreement”)
is entered into as of ___________, by and between __________________(“Producer)
___________________ (INSERT ADDRESS) fax: _________and ______________
(“Writer”) with an address at ____________________________, regarding an original
draft screenplay entitled “TITLE” (the “Screenplay”) written and owned solely by Writer.
Writer referred to herein as “Owner”.
1. OPTION.
1.1 Grant of Option. For good and valuable consideration as set forth
in paragraph 2.1 Owner hereby irrevocably grants to Company the sole and exclusive
option to acquire all of Owner’s right, title and interest in and to the Screenplay,
throughout the universe, in perpetuity, without limitation, restriction or reservation of any
kind whatsoever (hereinafter referred to as the “Option”) for the Purchase Price, as
defined in paragraph 2.2.
1.2 Option Term. The term within which Company may exercise its
Option (“Option Term”) shall commence upon the date hereof and continue until the date
that is 12 months from execution of this Agreement by Owner.
1.3 Exercise of Option. During the Option Term, Company may
exercise its Option by either (i) providing written notice thereof to Owner or (ii)
commencing principal photography of the first motion picture or other production based
on the Screenplay (the “Picture”), whichever first occurs. Upon exercise of the Option,
Company shall pay Owner the Purchase Price as set forth in paragraph 2.2 below.
1.4 Development Activities. During the Option Term, Company may
perform any and all customary development and/or pre-production activities. Provided,
however, Owner shall be entitled to prior, written approval of any other writers which
Company may wish to engage to do rewrites and/or revisions of the Screenplay. In
addition, Owner and Company shall have mutual approval over any changes to the
Screenplay, provided that if Company and Owner cannot reach a decision after making
good-faith attempts to do so for at least forty-eight (48) hours, then Company’s decision
with regards thereto shall be final. Company will have the right to enter into
development agreements in connection with the development and pre-production of the
Picture, as Company may deem necessary or desirable in its sole discretion.
1.5 Failure to Exercise Option. Should Company fail to exercise its
Option, Company shall have no further right, title or interest whatsoever in or to the
Screenplay including without limitation any and all rights in and to any material created
or developed by or for Company in connection with the Picture during the Option Term,

which material shall be deemed automatically assigned to Owner. In this regard,
Company agrees to execute customary documentation substantiating same.
1.6 Reversion After Purchase. In the event Company exercises the
Option but fails to commence production of the Picture within Ninety (90) days after
exercising the Option, upon Owner’s written notice to Company, Company shall
commence production within fourteen (14) days of Owner’s notice and if Company shall
fail to do so, rights in the Screenplay shall immediately revert to Owner, subject to
Owner repaying the Purchase Price actually paid by Company to Owner no later than the
commencement of principal photography of a third party motion picture based upon the
Screenplay. In this regard, Company agrees to execute customary documentation
substantiating same. The parties acknowledge and agree that Company, its affiliates or
any assignee or licensee of Company’s rights in connection with the Screenplay pursuant
to this Agreement shall be subject to Owner’s reversion rights set forth in this paragraph
1.6 and to the extent this paragraph 1.6 contains terms more favorable to Owner than
those contained in the then current WGA MBA provisions regarding “Writer’s Right to
Reacquire Literary Material”, the terms of this Agreement shall govern.
2. CONSIDERATION.
2.1 Option Consideration. In consideration of the Option herein
granted by Owner to Company, Company shall pay Owner the sum of One Dollars ($1)
which sum shall be payable upon Owner’s execution and delivery of this Agreement to
Company. Any sums paid pursuant to this paragraph 2.1 shall be deemed an advance
against and be applicable towards any monies due or payable to Owner pursuant to
paragraph 2.2.
2.2 Purchase Price. In the event that Company exercises its Option
pursuant to paragraph 1.3 (which exercise shall in any event occur not later than the
commencement of principal photography of the Picture), Company shall pay Owner a
sum equal to two and one half percent (2-1/2%) of the budget of the Picture, payable
concurrently with the exercise of the Option.
2.3 Box Office Bonus. In addition to the Purchase Price set forth
above, and provided Owner is not in material breach hereof, Owner shall be entitled to a
bonus based on domestic box office receipts for the Picture (“Box Office Bonus”) as
follows. As used herein, “Domestic Box Office” means the domestic receipts for the
Picture as reported in Daily Variety’s weekly “Box Office” chart. When the Domestic
Box Office reaches Twenty Million Dollars ($20,000,000), Owner shall be entitled to a
Box Office Bonus payment of Fifty Thousand Dollars ($50,000). Also, for each
additional whole multiple of Five Million Dollars ($5,000,000) in excess of Twenty
Million Dollars ($20,000,000) in Domestic Box Office receipts, Owner shall be entitled
to an additional Box Office Bonus payment of Fifty Thousand Dollars ($50,000).
2.4 Contingent Compensation. In addition to the Purchase Price, Box
Office Bonus set forth above and provided Owner is not in material breach hereof, if
Writer receives sole screenwriting credit Owner shall be entitled to a profit participation

in an amount equal to Five Percent (5%) of One Hundred Percent (100%) of the Net
Profits derived from the exploitation of the Picture, or if credit is shared, Two and One-
Half Percent (2-1/2%) of One Hundred Percent (100%) of such Net Profits, to be defined,
accounted for and paid in accordance with Company’s standard definition thereof, subject
to good faith negotiations, provided that “Net Profits” hereunder shall be defined,
accounted for and paid no less favorably with respect to Owner than with respect to
Company or any third party in connection with the Picture.
2.5 Additional Compensation. In the event that Company, if ever,
assigns its interest to any third party, assignee will assume Company's executory
obligations to Owner hereunder in writing, Company shall be released, to the extent of
such assumption, from its obligations hereunder to Owner. The assignment fee to be paid
upon such assignment will be FIVE THOUSAND DOLLARS ($5,000.00).
3. GRANT OF RIGHTS TO PURCHASER. Upon Company’s exercise of
the Option, Owner conveys, grants and assigns exclusively and irrevocably to Company,
forever and throughout the universe, all right, title and interest in and to the Screenplay,
and Company shall have the sole, exclusive and unrestricted right to own and exploit the
Screenplay and to develop, create, produce, exhibit, distribute and exploit an unlimited
number of productions and derivative works based thereupon, in any and all media
throughout the universe in perpetuity, whether now known or hereafter invented,
discovered or coming into existence, and without limitation, Company’s tights shall
include:
3.1 All motion picture rights, all television rights, all video rights, all
multimedia and on-line rights, all merchandising, commercial tie-in or ancillary rights, all
sound recording, soundtrack and music publishing rights, all publication rights including
without limitation novelization, print and electronic publishing, and any and all other now
or hereafter existing rights of every kind and character whatsoever pertaining to the
Screenplay throughout the universe, whether or not said rights are now known,
recognized or contemplated;
3.2 Without limitation, Company shall have the full, sole and
exclusive right to develop, create, produce, exhibit, broadcast, disseminate, transmit and
exploit an unlimited number of motion pictures, derivative works and other productions
based upon the Screenplay or any part or element thereof, with or without sound recorded
synchronously therewith, including without limitation remake, sequel and prequel motion
pictures, television programs, series, specials and spin-offs, and multimedia and on-line
productions of any kind or nature, in any and all sizes, gauges, forms and formats and by
any and all media, means, methods, modes, techniques and devices, including without
limitation, theatrically, non-theatrically, television, videocassettes, videodiscs, VHS, CD-
format discs, DVD, computer media, video-on-demand, on-line services, intemets,
intranets, interactive television, Web-TV, distributed computer networks, Hertzian
waves, satellite, microwave, telephone, cable television or digital networks or fiber-optic
means and/or any other electronic, mechanical, optical, laser-optical, magnetic,
holographic or any other audio-visual means, methods, devices and techniques whether

now known or hereafter devised;
3.3 Company shall have the unrestricted tight to use, adapt, translate,
dub, rearrange, subtract from, add to, modify and change the Screenplay, or interpolate
other material therein, or any part thereof, and to combine the Screenplay in any manner
with any other work or works in the making of motion pictures, productions or the
exercise of Company’s rights, and Owner waives all rights of droit moral or similar rights
in connection therewith;
3.4 Owner grants to Company the perpetual right to use, display and
reproduce, and license others to use, display and reproduce, the name, approved
biography, and approved likeness of Owner in connection with any services Owner may
perform hereunder, or in connection with the advertising or exploitation of the
Screenplay, any motion picture, productions or other tights of Company hereunder; and
3.5 Any and all other now or hereafter existing rights of every kind
and character whatsoever pertaining to the Screenplay throughout the universe, whether
or not said tights are now known, recognized or contemplated. Owner’s grant of rights in
this Agreement is irrevocable and without right of termination or rescission by Owner
and shall not be affected by the termination or expiration of this Agreement.
3.6 If the present copyright law of the United States or any country
where the Screenplay is or may hereafter be protected shall be amended or changed, or a
new copyright law enacted, so that the term of copyright protection is extended, enlarged
or created, Company shall be entitled to all of the rights hereby conveyed. granted and
assigned to Company for such extended, enlarged or created term of copyright protection
4. WARRANTIES, REPRESENTATIONS AND AGREEMENTS:
4.1 Warranties and Representations:
4.1.1 Owner’s Warranties and Representations: Subject to
Article 28 of the WGA MBA, Owner hereby represents and warrants that: (i) Owner is
the sole author of the Screenplay. The Screenplay is wholly Owner’s original work. To
the best of Owner’s knowledge, the Screenplay does not violate, conflict with, or infringe
upon any rights whatsoever (including without limitation any copyright, common law,
statutory, publication, performance, or any other tight, and any right against libel, slander,
invasion of privacy, unfair competition, right of publicity or any similar right) of any
person, firm or corporation; (ii) There are no encumbrances, adverse claims or litigation
with respect to the tights to the Screenplay or Owner’s title in the Screenplay; (iii) Owner
has the full and sole right, power and authority to enter into and perform this Agreement,
is the sole and exclusive owner throughout the world of the rights herein granted to
Company and has the right to grant such rights exclusively to Company; (iv) There is not
now valid or outstanding, and Owner will not hereafter grant, any right in connection
with the Screenplay which is or would be adverse to, or inconsistent with, or impair the
rights herein granted to Company, and Owner has not entered into any other agreements

with respect to the Screenplay or otherwise disposed of any rights therein; (v) Except as
expressly set forth herein, there are no encumbrances or sums owing to any third parties
in connection with the Screenplay and Company shall have no obligation whatsoever to
make payments of any kind or nature in respect thereof; and (vi) The Screenplay has not
been published in the United States. The Screenplay is protected by copyright in the
United States and in all countries which are signatory or adhere to the Berne and
Universal Copyright Convention, and is not, except for minor and incidental material, in
the public domain anywhere in the world.
4.1.2 Company’s Warranties and Representations: Company
hereby represents and warrants that it is a WGA signatory and that this Agreement is
governed by and subject to the WGA MBA.
4.2 Indemnities:
4.2.1 Owner indemnifies, defends and hold harmless Company
against any loss, claims, costs or actions in connection with a breach of Owner’s
warranties, representations arid agreements herein;
4.2.2 Except to the extent that Owners indemnity, above, applies,
Company indemnifies, defends and holds harmless Owner against any loss, claims, costs
or actions in connection with a breach of Company’s warranties, representations and
agreements herein and in connection with the development, production, exploitation and
exhibition of the Picture, any elements related thereto and any material added to the
Screenplay by Company or at its request.
4.3 Remedies: The tights and remedies of Owner in event of breach of
this Agreement shall be limited to the right, if any, to recover damages in an action at
law, which remedy Owner hereby acknowledges to be adequate, and in no event shall
Owner be entitled by reason of any such breach to terminate this Agreement, and Owner
shall not be entitled to and hereby waives the right in such event to equitable or injunctive
relief or to enjoin, restrain, or otherwise interfere with the production, distribution,
exhibition, or other exploitation of any motion picture, television production or other
product of the Screenplay produced hereunder. Company shall not be liable for the
breach of any of its undertakings hereunder unless it receives written notice from Owner
of such breach and then fails to correct the breach within ten (10) business days after
Company’s receipt of such notice.
5. CREDITS.
5.1 Company shall accord Writer on screen and paid ad credit subject
to and in accordance with the terms of the WGA MBA then currently in force.
5.2 Company shall contractually obligate third party’ licensees to
comply with the credit provisions hereof.

5.3 No inadvertent failure of Company or of any person other than
Company to comply with the provisions of this paragraph shall constitute a breach of this
agreement by Company. Company agrees to exercise reasonable efforts to prospectively
cure any such failure to comply with the credit obligations hereof, after written notice
from Owner.
6. FURTHER ACTS. Owner agrees to perform such further acts consistent
herewith and execute, acknowledge and deliver such additional instruments or documents
consistent herewith, after being afforded a reasonable opportunity to review and negotiate
same, which Company may reasonably deem necessary or desirable to evidence,
effectuate, confirm, protect, or carry out any of the provisions of this Agreement. In
connection therewith, Owner shall execute and deliver to Company the Short Form
Option attached hereto as Exhibit “A” and the Short Form Assignment attached hereto as
Exhibit “B” and all incorporated herein by reference. The Assignment shall remain
undated and shall not be of any force or effect unless and until Company exercises the
Option, at which time Company shall fill in the date of such exercise and the Assignment
shall be fully empowered. In the event Owner fails to comply with Company’s written
request after being afforded a reasonable opportunity to review and negotiate same,
Company is hereby irrevocably appointed, as a power coupled with an interest, Owner’s
attorney-in-fact and shall have the right to do such acts and execute such documents on
Owner’s behalf as may be required hereunder. Company shall promptly provide Owner
with copies of all such attorney-in-fact executed documents.
7. MISCELLANEOUS. (i) No waiver by any party hereto of any term or
condition of this Agreement shall be deemed or construed to be a waiver of such term or
condition, subsequently, presently or in future; (ii) Company may assign its rights
hereunder to any person, firm or corporation, including without limitation to any of
Company’s affiliated production companies, subject to the assumption of all of
Company’s obligations to Owner. If Company’s assignee is a major or mini-major
motion picture company or network and assumes Company’s executory obligations to
Owner hereunder in writing, Company shall be released, to the extent of such
assumption, from its obligations hereunder to Owner. No assignment hereof by Owner
shall be permitted, provided, however that Owner may assign the right to receive
compensation hereunder, (iii) No amendment or modification of this Agreement or of any
covenant, condition, or limitation herein contained shall be valid unless in writing and
duly executed by the parties; (iv) This Agreement, and all rights and obligations
hereunder, shall be binding on and inure to the benefit of the parties hereto and their
respective heirs, executors, legal and personal representatives, successors, licensees and
permitted assigns; (v) This Agreement is executed in and shall be deemed to be
performed in Los Angeles County, State of California, arid Owner and Company
acknowledge and agree that all of Owner’s writing activities hereunder took place in the
United States. This Agreement shall in all respects be governed by and construed in
accordance with the laws of the State of California applicable to contracts made and to be
entirely performed therein without regard to conflicts of laws principles. The parties
specifically agree that the state or federal courts in Los Angeles County, California, shall
have exclusive jurisdiction and venue in respect of any and all disputes hereunder; (vi)

This Agreement may be signed in several counterparts, all of which taken together shall
form one and the same agreement, and a fax or other electronic transmission of a
signature shall be deemed to be an original for all purposes notwithstanding any
differences in pagination or format caused by such faxing or transmission; (vii) If a
provision of this Agreement is held to be invalid, void or unenforceable by a court of
competent jurisdiction, the remaining paragraphs shall continue to be in full force and
effect without being impaired or invalidated in any way; (viii) In any action between the
parties to enforce any of the terms of this Agreement, or of any other contract relating to
the subject matter of this Agreement, the prevailing party shall, in addition to any other
award of damage or other remedy, be entitled to reasonable outside attorneys’ fees.
8. ADDITIONAL AGREEMENTS.
8.1 Company shall add Lender and Writer as additional insured to the
errors and omissions and general liability insurance policies obtained by Company in
respect of the Picture and provide Lender customary evidence thereof.
8.2 Company shall provide Owner one (1) VHS videocassette
and one (1) DVD copy of the Picture when commercially available.
8.3 Sequels, etc.
8.3.1 First Negotiation. In the event that Company or its
assignee, successor or licensee, wishes to develop a sequel, prequel, remake or television
production based upon the Screenplay or the Picture (“Subsequent Production”),
Company shall afford Writer an exclusive 30-day first negotiation period during which
Writer and Company shall negotiate in good faith with respect to Writer’s services in
connection with each such Subsequent Production, or any production which is a sequel,
prequel, remake or television production based upon a Subsequent Production. Provided
that Company’s initial offer to Owner with respect to any such Subsequent Production
shall not be less favorable with respect to the Purchase Price, the Box Office Bonus and
the Contingent Compensation than as set forth herein with respect to the Screenplay.
Provided, further that, if the parties do not reach an agreement during such 30-day
exclusive negotiation period Company shall be at liberty to engage other parties to
provide writing services in connection therewith. Such right of first negotiation shall be a
so-called “rolling” right.
8.3.2 Sequels and Remakes. In the event that Company, or its
assignee, successor or licensee produces a Subsequent Production, and Writer does not
provide services in connection therewith, upon commencement of principal photography
of any such Subsequent Production:
(a) For any sequel produced, Company shall pay to
Owner an amount equal to one-half (1/2) of the Purchase Price, the Box Office Bonus
and the Contingent Compensation paid to Owner by Company pursuant to paragraphs
2.2, 2.4, 2.5 and 2.6 hereof;

(b) For any remake produced, Company shall pay to
Owner an amount equal to one-third (1/3) of the Purchase Price, the Box Office Bonus,
the EP Fee and the Contingent Compensation paid to Owner by Company pursuant to
paragraphs 2.2, 2.4, 2.5 and 2.6 hereof.
8.3.3 Television Programs. For any television program(s)
produced, Owner shall receive per-program or per-episode payments for each program or
episode actually produced as follows:
(i) Up to 30 minutes - $2,250;
(ii) 31 to 60 minutes - $3,000;
(iii) More than 60 minutes - $4,000;
(iv) MOW -$10,000 per episode capped at $100,000,
and one hundred percent (100%) of Owner’s first
run royalty for the first five reruns of a program
paid over the first five such reruns.
(v) One-half (1/2) of the amounts set forth in Subclause
8.3.3(i), (ii) and/or (iii), as applicable, for spin-offs
or planted spinoffs;
(vi) If any MOW produced hereunder is subsequently
made into a feature film, then Owner shall receive
compensation on a standard “100-50-50” formula in
connection therewith.
8.4 Notwithstanding any other provisions hereof, in the event of
a default by Owner hereunder, Owner shall have a cure period of seventy-two
(72) hours, from the time of Company’s notice of default to cure same.
8.5 Payments hereunder shall be sent to Owner’s address set forth
above. Any notices, documents, statements or other writings (collectively referred to
herein as “Notices”) required or desired to be given hereunder shall be in writing and
shall be sent to the parties hereto at their addresses stated above, or to such other address
as Company or Owner may hereafter designate in writing in the manner provided above,
and shall be sufficiently given by personal delivery, by faxing (provided there is
confirmation of receipt), or by mailing the same in a postage prepaid wrapper addressed
to the other party as aforesaid, and the date of such delivery, or faxing , or three days
following such mailing, shall be the date of the giving of such Notices.
8.6 Provided that Writer is not in material breach or material default of
Writer’s obligations hereunder, Company agrees to invite Writer and three (3) guests to the
first East or West Coast celebrity premiere. Company shall reasonably request the Picture’s
distributor provide first class travel and accommodations to Writer; however, unless such is
provided for principal cast, no travel or accommodations shall be provided by Company
regarding such premiere.

9. DEAL MEMO ONLY. This is a Deal Memo only, and the parties
contemplate entering into a longer form Screenplay Option Purchase Agreement,
which shall be subject to good faith negotiations, containing all the terms and
conditions customarily contained in such agreements, provided, however, that
when signed by parties, and until and unless superseded by another written
agreement between the parties, this Agreement sets forth the agreement between
the parties with respect to the subject matter hereof.
“Owner”
________________________
Writer Name
Date signed: _____________
“Company”
NexTV Entertainment, Inc.
By: _____________________
Its: _____________________

EXHIBIT “A”
SHORT FORM OPTION AGREEMENT
KNOW ALL PERSONS BY THESE PRESENTS: that for good and valuable
consideration, receipt of which is hereby acknowledged, the undersigned ___________
does hereby irrevocably grant to NexTV Entertainment, Inc (“Company”), its
representatives, successors, licensees and assigns, the exclusive and irrevocable right and
option to purchase and acquire from the undersigned all right, title and interest, including
but not limited to the sole and exclusive motion picture, television, video, and other
ancillary rights, throughout the universe, in perpetuity, in and to that certain original
screenplay written by the undersigned, entitled “Title” including all contents thereof, all
present and future adaptations and versions thereof, and all themes, stories, titles and
characters thereof, and in and to the copyright thereof, and all renewals and extensions of
such copyright.
The option herein granted may be exercised by Company, or its representatives,
successors, licensees or assigns as provided in that certain Screenplay Option/Purchase
Agreement dated as of _________, 2005 between Company and the undersigned, and this
Short Form Option Agreement is expressly made subject to all of the terms and
conditions of the said Option/Purchase Agreement, all of which are incorporated herein
by reference.
Dated as of __________, 2005.
“Owner”
_______________________
Writer Name
“Company”
By: _____________________
Its: _____________________

State of California )
) ss.
County of Los Angeles )
On _____________, 2005, before me, the undersigned, a Notary Public in and
for said County and State, personally appeared ________________, personally known to
me or proved to me on the basis of satisfactory evidence to be the person who executed
the within instrument.
WITNESS my hand and official seal.
__________________________
NOTARY’S SIGNATURE

EXHIBIT “B”
SHORT FORM ASSIGNMENT
KNOW ALL PERSONS BY THESE PRESENTS: that for good and
valuable consideration, receipt of which is hereby acknowledged, the
undersigned, ____________________(collectively “Owner”), hereby irrevocably
grant, transfer, and assign to NexTV Entertainment, Inc. (“Company”), and
Company’s representatives, successors, and assigns, the sole and exclusive right,
title and interest, without exception, including, without limitation, all motion
picture, television and certain allied and incidental rights, throughout the
universe, in perpetuity, in arid to the original screenplay written by Owner
entitled “Title” and any other literary material now or hereafter created or
owned wholly or in part by Owner based thereon, including, without limitation,
all now existing and hereafter created titles, themes, ideas, stories, contents,
dialogue, characters, artwork, visual images, issues, adaptations, and other
versions thereof, and in and to the copyright thereof and of any productions
produced by Company which are based thereon or derived therefrom and all
renewals and extensions of such copyright(s).
Owner and Company have entered into or are entering into a formal
Option/Purchase Agreement dated as of _________, 2005 (the ‘Agreement”) relating to
the transfer and assignment of the rights in and to said literary work, which tights are
more fully described in said Agreement, and this assignment is expressly made subject to
all of the terms, conditions and provisions contained in said Agreement, all of which are
incorporated herein by reference.
IN WITNESS WHEREOF, the undersigned have executed this assignment as of
this ____ day of _________, 2005.
“Owner”
_______________________
Writer Name
“Company”
By: _____________________
Its: _____________________
State of California )

) ss.
County of Los Angeles )
On _____________, 2005, before me, the undersigned, a Notary Public in and
for said County and State, personally appeared ________________, personally known to
me or proved to me on the basis of satisfactory evidence to be the person who executed
the within instrument.
WITNESS my hand and official seal.
__________________________
NOTARY’S SIGNATURE

S: CONTRACTS – WRITER - Letter Advising Legal Counsel
Re: “TITLE”
Dear ______________:
This letter shall serve to confirm that I, ____________ (“Writer”), have read, reviewed
and fully understand the “Option/Purchase Deal” agreement for the project currently
entitled “TITLE”, dated _________ and the “Certificate of Engagement” for the project
currently entitled “TITLE”, dated _________, between NexTV Entertainment, Inc.
(“Producer”) and Writer, in connection with my writing services for the motion picture
project currently entitled “TITLE” (“Picture”). I hereby acknowledge that Producer has
advised me to seek independent legal counsel before signing any and all Agreements.
I have entered into aforementioned Agreements by my own volition.
Very truly yours,
Writer Name
AGREED & ACCEPTED:
________________________
Writer Name
YOUR NAME
By:____________________________
Its:____________________________

T: CONTRACTS – WRITER - Certificate of Engagement
"TITLE"
CERTIFICATE OF ENGAGEMENT
NexTV Entertainment, Inc. ("Producer"), whose address is
__________________________has engaged _________________ (“Writer”), Social
Security # __________, whose address is _________________, to furnish writing, labor
and other services in connection with the motion picture presently entitled “TITLE”
("Picture").
For good and valuable consideration of one (1) dollar, receipt of which is hereby
acknowledged, Writer hereby acknowledges, certifies and agrees that all results and
proceeds of every kind of services heretofore and hereafter to be rendered by Writer in
connection with the Picture, including without limitation any performance by Writer and
all ideas, suggestions, themes, plots, stories, characterizations, dialogue, titles and other
material, whether in writing or not in writing, at any time heretofore or hereafter created
or contributed by Writer which in any way relate to the Picture or to the material on
which the Picture will be based (collectively, "Material"), are and shall be deemed to be
works made for hire for Producer. Accordingly, Producer is and shall be considered the
author and, at all stages of completion, the sole and exclusive owner of the Material and
all right, title and interest therein ("Rights"). The Rights shall include without limitation
all copyrights, neighboring rights, trademarks and any and all other ownership and
exploitation rights in the Material now or hereafter recognized in any and all territories
and jurisdictions including, by way of illustration, production, reproduction, distribution,
adaptation, performance, fixation, rental and lending rights, exhibition, broadcast and all
other rights of communication to the public, and the right to exploit the Material
throughout the universe in perpetuity in all media, markets and languages and in any
manner now known or hereafter devised, subject to any applicable restrictions and
approvals as may be specified in Writer’s agreement for the Picture. If under any
applicable law the Material is not deemed or otherwise considered a work made for hire,
then to the fullest extent allowable and for the full term of protection otherwise accorded
to Writer under such applicable law (including any and all renewals, extensions and
revivals thereof), Writer hereby assigns and transfers to Producer the Rights and, in
connection therewith, any and all right, title and interest of Writer in the Picture and any
other works now or hereafter created containing the Material.
Writer hereby grants Producer the right to change, add to, take from, translate,
reformat or reprocess the Material in any manner Producer may in its sole discretion
determine. To the fullest extent allowable under any applicable law, Writer hereby
irrevocably waives or assigns to Producer his so-called "moral rights" or "droit moral".
Writer expressly acknowledges that many parties will contribute to the Picture and other
works that will embody all or part of the Material. Accordingly, if under any applicable
law the above waiver or assignment by Writer of "moral rights" or "droit moral" is not

effective, then Writer agrees to exercise such rights in a manner which recognizes the
contribution of and will not have a material adverse effect upon such other parties.
Producer, on the one hand, and Writer, on the other, acknowledge and agree that
the following sums are in consideration of, and constitute equitable remuneration for, the
rental right included in the Rights: (i) an agreed allocation to the rental right consistent
with terms of the applicable Writers Guild of America Basic Agreement related to
productions filmed pursuant to a modified low budget scale of the fixed compensation and,
if applicable, the contingent compensation payable by Producer to Writer’s services in
connection with the Picture; (ii) any sums payable to Writer with respect to the rental
right under any applicable collective bargaining or other industry-wide agreement; and
(iii) any residuals payable to Writer under any such collective bargaining or other
industry-wide agreement with respect to home video exploitation which are reasonably
attributable to sale of home video devices for rental purposes in the territories or
jurisdictions where the rental right is recognized. If under the applicable law of any
territory or jurisdiction any additional or different form of compensation is required to
satisfy the requirement of equitable remuneration, then it is agreed that the grant to
Producer of the rental right shall nevertheless be fully effective, and Producer shall pay
Writer such compensation or, if necessary, the parties shall in good faith negotiate the
amount and nature thereof in accordance with applicable law.
Since Producer has already paid or agreed to pay Writer equitable remuneration
for the rental right, Employer and Employee hereby assign to Producer all compensation
for the rental right payable or which may become payable to Writer on account or in the
nature of a tax or levy, through a collecting society or otherwise. Writer shall cooperate
fully with Producer in the collection and payment to Producer of such compensation.
Further, since Producer has already paid or agreed to pay Writer full consideration for all
services rendered and rights granted by Writer hereunder, Writer hereby assigns to
Producer all other compensation payable or which may become payable to Employer or
Employee on account or in the nature of a tax or levy, through a collecting society or
otherwise, under the applicable law of any territory or jurisdiction, including by way of
illustration only, so-called blank tape and similar levies. Writer shall cooperate fully with
Producer in connection with the collection and payment to Producer of all such
compensation. The terms of this paragraph shall apply in connection with services not
covered by the applicable WGA, DGA or SAG basic agreements.
Writer will upon request execute, acknowledge and deliver to Producer any and
all documents consistent herewith which Producer may reasonably deem necessary to
evidence and effectuate all or any of Producer's rights hereunder. Writer hereby
irrevocably appoints Producer as attorney-in-fact with full power to execute,
acknowledge, deliver and record in the U.S. Copyright Office or elsewhere any and all
such documents Writer fail to execute, acknowledge and deliver within 5 business days
after Producer's request therefore and furnishing of copies, unless a shorter period of time
is reasonably required by Producer. The appointment shall be a power coupled with an
interest. Producer shall provide Employer with a copy of any such document Producer

executes on behalf of Writer, provided that a failure by Producer to send such a copy
shall not constitute a breach hereof.
Writer hereby grants to Producer the right to issue and authorize publicity
concerning Writer, and to use Writer’s name, voice, approved likeness and approved
biographical data (provided that such approval shall be undertaken in a reasonable
manner so as not to frustrate the intent of this agreement) in connection with the
distribution, exhibition, advertising and other exploitation of the Picture, subject to any
applicable restrictions and approvals as may be specified in Writer’s agreement for the
Picture.
Writer represents and warrants that: Writer is free to grant all rights herein
granted and to make all agreements made by Writer herein; Writer has not made, and will
not make, any grant or assignment which will conflict with or impair the complete and
quiet enjoyment of Producer's rights hereunder; Writer is not subject to any conflicting
obligations or any disability which will prevent or interfere with the performance of
Writer's services; and to the extent required by law and/or applicable collective
bargaining agreements Writer is a member in good standing of such labor organization
having jurisdiction hereunder.
Writer further represents and warrants that: the Material (other than any written
material supplied by Producer to Writer or incorporated by Producer into any Material
written by Writer) is or will be original with Writer (or provided Writer notifies Producer
thereof, is in minor part in the public domain); any Material written by Writer has not
been copied in whole or in part from, or based on, any other work except that submitted
by Producer to Writer as a basis for the Material; the Material has not been exploited in
any manner and/or medium; the Material is not and will not be based in whole or in part
on the life of any real person except as approved in writing in advance by Producer; any
Material contributed in writing by Writer does not and will not infringe upon the
copyright of any person or entity, and any other Material contributed by Writer, to the
best of Writer’s knowledge (including that which they should have known in the exercise
of reasonable prudence), does not and will not infringe upon the copyright of any person
or entity; and, to the best of Writer’s knowledge (including that which he should have
known in the exercise of reasonable prudence), the Material does not and will not
constitute a libel or slander of any person or entity or infringe upon or violate the right of
privacy or any other right of any person or entity.
Writer shall indemnify Producer against any and all liability, damages, costs and
expenses (including reasonable outside attorneys' fees and costs) in connection with any
third party claim or action arising out of the breach of any of their representations,
warranties or agreements herein. Producer shall indemnify and defend Writer against any
and all liability, damages, costs and expenses (including reasonable attorneys' fees and
costs) in connection with any third party claim or action (other than those arising out of a
breach of Writer’s representations, warranties or agreements hereunder or out of any
criminal misconduct or malicious or willful acts by Writer) in connection with Producer's

development, production, distribution or exploitation of the Material, Picture and/or any
element thereof or therein.
Writer shall be covered as additional insured by the errors and omissions and
general liability insurance policies for the Picture to the extent that Producer obtains and
maintains such policies and shall be subject to the terms, conditions and restrictions of
such policies and endorsements thereto.
Writer hereby covenants and agrees that Writer shall not have or be deemed to
have any lien, charge or other encumbrance upon any of the rights conveyed to Producer
herein or proceeds derived there from, and that no act of or omission by Producer, nor
any other act, omission or event of any kind, shall terminate or otherwise adversely affect
Producer's ownership of the rights conveyed herein. Writer’s sole remedy for any breach
or alleged breach hereof by Producer shall be an action at law to recover such damages as
may have been actually suffered by them as a result thereof.
Without limiting the foregoing, Producer's obligation to engage any of Writer's
services with respect to the Picture is subject to the condition precedent of Producer
acquiring all necessary rights to the underlying property for the Picture.
Executed as of ________________ (date)
WRITER NAME ("Writer")
ACKNOWLEDGED AND AGREED:
NEXTV ENTERTAINMENT, INC. ("Producer")
By:
Its:

U: CONTRACTS – PRODUCER - Principal Terms
PRODUCER’S AGREEMENT
This Agreement is made and entered into as of _______________ (the “Agreement”) between
COMPANY FORMED FOR FILM, LLC (“Company”) and ________________ (“Producer”) in
connection with Company’s proposed theatrical motion picture tentatively entitled “Touched” (the
“Picture”). In consideration of the mutual covenants and agreements contained herein, Company and
Producer hereby agree as follows:
1. EMPLOYMENT AND START DATE. Company hereby employs Producer, and Producer
hereby accepts such employment upon all of the terms and conditions set forth herein, to render
Producer’s exclusive, first call, first priority services as a producer in connection with the Picture.
Producer’s services will commence on such date(s) as Company designates in its sole discretion and
Producer agrees to render all services (including without limitation all services customarily rendered
by producers in the motion picture industry) reasonably required by Company in connection with the
Picture upon all of the terms and conditions set forth herein.
2. TERM. The term of this Agreement (the “Term”) will commence on the date hereof and will
continue through completion of all of Producer’s services in connection with the Picture.
3. COMPENSATION. On the conditions that Producer is not in material default or otherwise in
material breach of this Agreement, Producer executes and delivers to Company this Agreement and
Producer renders and fully completes all of Producer's services reasonably required hereunder,
Company will pay Producer, in full consideration of all services of Producer, all rights now or hereafter
to be granted to or otherwise acquired by Company, and all of the representations, warranties and
agreements of Producer hereunder, the following compensation: a producing fee of
_______________.
4. CONTINGENT COMPENSATION. On the conditions that Producer is not in material default
or otherwise in material breach of this Agreement, Producer executes and delivers to Company this
Agreement and Producer renders and fully completes all of Producer's services reasonably required
hereunder, Producer shall be entitled to a profit participation in an amount equal to _____ of 50% of
Company’s Net Profits derived from the exploitation of the Picture, in all media from all sources
throughout the universe in perpetuity, to be defined, accounted for and paid in accordance with
Company’s standard definition thereof, subject to good faith negotiations, provided that “Net Profits”
hereunder shall be defined, accounted for and paid no less favorably with respect to Producer than
with respect to OTHER PRINCIPAL PRODUCERS in connection with the Picture. Such Contingent
Compensation shall be paid, if at all, on a pro-rata pari passu basis with OTHER PRINCIPAL
PRODUCERS and shall be reduced proportionally among the _____(#) for any applicable contingent
compensation necessitated to be paid to other third parties. Such reductions, if any, shall be
reasonably decided in good faith among the ____(#) parties; however, in the event of impasse the
decision(s) of Company shall control.
5. ALL-INCLUSIVE FLAT FEE. The compensation payable to Producer pursuant to this
Agreement, if any, will be an all-inclusive flat fee in respect of any and all uses of the Picture, and all
elements of the foregoing in any and all media, whether now known or hereafter developed,
throughout the universe, in perpetuity, in all versions (including without limitation digitized versions), in
all languages and for any and all purposes, including, without limitation, all replays, broadcasts in any

Film Title/Agreements
Producer Name – Producer dated 10-17-04
67
foreign area, theatrical exhibitions and exhibitions in any supplemental market. Without limiting the
foregoing, no additional compensation will be payable to Producer for Producer's services hereunder
by reason of overtime, weekend work, holidays, reruns and the like.
6. CREDIT. On the conditions that Producer is not in material default or otherwise in material
breach of this Agreement and subject to customary distributors’ exclusions and exceptions, Company
will accord Producer credit substantially in the form of “Produced by __________” in a size of type not
less than the size of type used to display the name of any other producer on the screen on a separate
card of the Picture in ____(#) position among other producers, which card will be adjacent to a card, if
any, according producer credit to any other producer(s) on the screen of the Picture in the main titles
(i.e. where the individual credits for other producers appear, whether located in the beginning or end of
the Picture). Company will also accord Producer a production company credit substantially in the form
of ____________ on the screen on a separate card of the Picture in ___(#) position among other
producers, which card will be adjacent to a card, if any, according production company credit to any
other production company(ies) on the screen of the Picture in the main titles [i.e. where the credits for
other production company(ies) appear, whether located in the beginning or end of the Picture].
Company will also provide producer and production company credit to Producer in all paid advertising
relating primarily to the Picture issued by, or under the direct control of, Company ("Paid Ads"), below or
after the title of the Picture, among the Paid Ad producer credits (and Paid Ad production company
credits, as applicable), in first position among producers and first position among production companies,
in a size of type not less than the size of type used to display the name of any other producer (or
production company, as applicable) in such Paid Ad whose name appears below or after the title of the
Picture.
Company's Paid Ad credit obligations shall not apply to the following Paid Ads (hereinafter "Excluded
Ads"): group, list, institutional or so-called teaser advertising; announcement advertising; advertising
relating primarily to the source material upon which the Picture is based, or to the author, any member of
the cast, the producer(s), writer(s) or any other personnel involved with the production of the Picture; so-
called "award" or "congratulatory" advertisements, including advertisements or announcements relating
to consideration or nomination for an award; trailers (including promotional films) or other screen, radio or
television advertising; advertising in narrative form; advertising for film festivals, film markets and the like;
advertising one-half page (or the equivalent in SAU's) in size or less; outdoor advertising (including, but
not limited to so-called 24-sheets); theater display advertising; advertising in which no credit is accorded
other than credit to one (1) or two (2) stars of the Picture and/or to Company and/or to any other
company financing or distributing the Picture. The following shall not be considered Paid Ads or
Excluded Ads for any purpose hereunder: videocassettes, videodiscs and other home video devices and
the covers, packages, containers or jackets therefor; publicity and promotional items and materials;
advertising relating to subsidiary or ancillary rights in the Picture (including, but not limited to
novelizations, screenplays or other publications, products, merchandising, music publishing or
soundtrack recordings); voiceovers, advertising, publicity and exploitation relating to by-products or
commercial tie-ins; and other advertising not relating primarily to the Picture.
Notwithstanding anything contained herein, if any other producer or production company is accorded
credit in any Excluded Ads (other than award, congratulatory or nomination type ads mentioning only the
honoree, group ads, institutional ads and teasers), Producer also shall be accorded credit in such
Excluded Ads.
Company shall provide notice of Producer’s credit provisions to any applicable third party distributor, but
such distributor’s failure to provide credit as specified herein shall not constitute a breach of this
Agreement by Company. In the event of Company's failure to comply with any of its credit obligations
hereunder, Company shall, upon receipt of written notice of such failure, use reasonable efforts to correct

68
such failure on a prospective basis only, i.e. those credits (if any) prepared after Company's receipt of
such notice (allowing for adequate time after receipt of notice to implement such correction).
All other matters relating to credit will be at Company's sole discretion. No casual, inadvertent or
unintentional failure by Company to comply with the credit provisions hereof (by reason of shortage of
time or otherwise) nor any failure by any third party to comply with such credit provisions will
constitute a breach by Company of this Agreement.
7. EMPLOYMENT ELIGIBILITY VERIFICATION. Notwithstanding any other provision under
this Agreement, Producer acknowledges that any offer of employment hereunder is subject to and
contingent upon Producer's ability to prove Producer's identity and employment eligibility as required
by the Immigration Reform and Control Act of 1986. Accordingly, Producer hereby agrees (a) to
complete accurately and truthfully and to sign Section 1 (“Employee Information and Verification”) of
an Employment Eligibility Verification (“Form I-9”) at the time of Producer's execution of this
agreement or commencement of services, whichever is earlier, and (b) to deliver, in person, to
Company said Form I-9, together with documentation of Producer's employment eligibility, within three
(3) business days of Producer's execution of this agreement or commencement of services,
whichever is earlier. If Producer fails to complete and deliver the Form I-9 as provided above,
Company will have the right, by notice to such effect given to Producer, to terminate this Agreement
and thereupon Producer’s employment hereunder will cease and terminate and no party will have any
right, duty or obligation to the others under the Agreement except such as will have accrued prior to
the effective date of termination.
8. NOTICES. Company’s and Producer’s respective addresses for notice purposes will be as
follows:
To Company: COMPANY FORMED FOR FILM, LLC
c/o Production Law Firm
Address
Attention: Attorney
To Producer: Name
Address
With a courtesy: c/o Producer’s Attorney
copy to: Address
Attention: Attorney
9. EQUITABLE RELIEF.
(a) Producer acknowledges that the services to be rendered by Producer hereunder are of a
special, unique, unusual, extraordinary and intellectual character that gives them a peculiar value, the
loss of which Company cannot be reasonably or adequately compensated in damages, and that a
breach by Producer of any provision of this Agreement will cause Company irreparable injury and
damage. Accordingly, Producer expressly agrees that Company will be entitled to injunctive and
other equitable relief to prevent a breach of this Agreement or any part thereof by Producer and to
secure its enforcement.
(b) Producer acknowledges that, in the event of any breach of this Agreement by Company or any
third party, the damage, if any, caused Producer thereby will not be irreparable or otherwise sufficient
to entitle Producer to seek injunctive or other equitable relief. Producer acknowledges that Producer’s
rights and remedies in any such event will be strictly limited to the right, if any, to recover damages in

69
an action at law, and Producer will not have the right to rescind this Agreement or any of Company's
rights hereunder, nor the right to enjoin the production, exhibition or other exploitation of the Picture,
any subsidiary or allied rights with respect thereto, or any other results and proceeds of Producer's
services hereunder, nor will Producer have the right to terminate Producer’s services or obligations
hereunder by reason of such breach. Without limiting the foregoing or Company’s other rights under
this Agreement or at law or in equity, under no circumstances will any act or omission of Company
which would otherwise constitute a breach or alleged breach of this Agreement be deemed such
unless Producer notifies Company in writing setting forth in detail the basis for such breach or alleged
breach and Company fails to commence reasonable efforts to cure such breach or alleged breach
within thirty (30) days of Company’s receipt of such notice.
10. VIDEOCASSETTE/DVD. Provided that Producer has rendered all services which Company may
reasonably require hereunder and that Producer is not in Default, Company shall provide Producer with
one (1) VHS videocassette and one (1) DVD of the Picture at such time, if ever, as VHS videocassettes
and DVDs of the Picture become generally commercially available. Said videocassette and DVD copies
shall be used solely for Producer’s private home showing and library purposes, and in no event shall said
videocassette and/or DVD copy be altered, duplicated or used for any commercial purpose or for profit.
11. PREMIERE. Company shall invite Producer and one (1) guest to the first East or West Coast
celebrity premiere. If travel or accommodations are provided to any other producer, then such amenities
shall also be provided to Producer by Company on a “favored nations” basis regarding such premiere.
12. CERTIFICATE OF RESULTS AND PROCEEDS / STANDARD TERMS AND CONDITIONS.
A Certificate of Results and Proceeds is attached hereto as “Exhibit A” and incorporated herein by
reference. In addition, the balance of the terms and conditions of this Agreement consist of
Company’s Standard Terms and Conditions (“Standard Terms”), attached hereto as “Exhibit B” and
incorporated herein by this reference, it being understood and agreed that such Standard Terms will
be subject to such change(s), if any, as are agreed to in writing by the parties hereto following good
faith negotiations, it being further understood and agreed that unless and until, and only to the extent
that any such change(s) are so agreed to, the provisions of said Standard Terms will govern. In the
event of any conflict between the foregoing provisions of this Agreement and the applicable provisions
of the Standard Terms, the foregoing provisions of this Agreement will govern.
If the foregoing correctly sets forth your understanding of the agreement between Company and
Producer, please so indicate by signing in the space provided below.
COMPANY FORMED FOR FILM, LLC
By:
Its:
AGREED AND ACCEPTED:
PRODUCER NAME
Social Security #:

W: CONTRACTS – PRODUCER – Standard Terms
70
EXHIBIT A
"TITLE"
CERTIFICATE OF EMPLOYMENT
(Produce)
TITLE the Movie, LLC ("Company"), has employed ________________ ("Producer"), to render
producing, labor and other services in connection with the motion picture presently entitled “TITLE”
("Picture").
For good and valuable consideration, receipt of which is hereby acknowledged, Producer
hereby acknowledges, certifies and agrees that all results and proceeds of every kind of services
heretofore and hereafter to be rendered by Producer in connection with the Picture, including without
limitation any and all ideas, suggestions, themes, plots, stories, characterizations, dialogue, titles and
other material, whether in writing or not in writing, at any time heretofore or hereafter created or
contributed by Producer which in any way relate to the Picture or to the material on which the Picture
will be based (collectively, "Material"), are and shall be deemed to be works made for hire for
Company. Accordingly, Company is and shall be considered the author and, at all stages of
completion, the sole and exclusive owner of the Material and all right, title and interest therein
("Rights"). The Rights shall include without limitation all copyrights, neighboring rights, trademarks
and any and all other ownership and exploitation rights in the Material now or hereafter recognized in
any and all territories and jurisdictions including, by way of illustration, production, reproduction,
distribution, adaptation, performance, fixation, rental and lending rights, exhibition, broadcast and all
other rights of communication to the public, and the right to exploit the Material throughout the
universe in perpetuity in all media, markets and languages and in any manner now known or hereafter
devised, subject to any applicable restrictions and approvals as may be specified in Producer's
agreement for the Picture. If under any applicable law the Material is not deemed or otherwise
considered a work made for hire, then to the fullest extent allowable and for the full term of protection
otherwise accorded to Producer under such applicable law (including any and all renewals,
extensions and revivals thereof), Producer hereby assigns and transfers to Company the Rights and,
in connection therewith, any and all right, title and interest of Producer in the Picture and any other
works now or hereafter created containing the Material.
Producer hereby grants Company the right to change, add to, take from, translate, reformat or
reprocess the Material in any manner Company may in its sole discretion determine. To the fullest
extent allowable under any applicable law, Producer hereby irrevocably waives or assigns to
Company his/her so-called "moral rights" or "droit moral". Producer expressly acknowledges that
many parties will contribute to the Picture and other works that will embody all or part of the Material.
Accordingly, if under any applicable law the above waiver or assignment by Producer of "moral rights"
or "droit moral" is not effective, then Producer agrees to exercise such rights in a manner which
recognizes the contribution of and will not have a material adverse effect upon such other parties.
Producer will upon request execute, acknowledge and deliver to Company any and all
documents consistent herewith which Company may reasonably deem necessary to evidence and
effectuate all or any of Company's rights hereunder. Producer hereby irrevocably appoints Company
as attorney-in-fact with full power to execute, acknowledge, deliver and record in the U.S. Copyright
Office or elsewhere any and all such documents Producer fails to execute, acknowledge and deliver
within 5 business days after Company's request therefor and furnishing of copies, unless a shorter
period of time is reasonably required by Company. The appointment shall be a power coupled with
an interest. Company shall provide Producer with a copy of any such document Company executes

71
on behalf of Producer, provided that a failure by Company to send such a copy shall not constitute a
breach hereof.
Producer hereby grants to Company the right to issue and authorize publicity concerning
Producer, and to use Producer's name, voice, likeness and biographical data in connection with the
distribution, exhibition, advertising and other exploitation of the Picture, subject to any applicable
restrictions and approvals as may be specified in Producer's agreement for the Picture.
Producer represents and warrants that: Producer is free to grant all rights herein granted and
to make all agreements made by Producer herein; Producer has not made, and will not make, any
grant or assignment which will conflict with or impair the complete and quiet enjoyment of Company's
rights hereunder; and Producer is not subject to any conflicting obligations or any disability which will
prevent or interfere with the performance of Producer's services hereunder.
Producer further represents and warrants that: the Material (other than any written material
supplied by Company to Producer or incorporated by Company into any Material written by Producer)
is or will be original with Producer (or provided Producer notifies Company thereof, is in minor part in
the public domain); any Material written by Producer has not been copied in whole or in part from, or
based on, any other work except that submitted by Company to Producer as a basis for the Material;
the Material has not been exploited in any manner and/or medium; the Material is not and will not be
based in whole or in part on the life of any real person except as approved in writing in advance by
Company; any Material contributed in writing by Producer does not and will not infringe upon the
copyright of any person or entity, and any other Material contributed by Producer, to the best of
Producer's knowledge (including that which he/she should have known in the exercise of reasonable
prudence), does not and will not infringe upon the copyright of any person or entity; and, to the best of
Producer's knowledge (including that which he/she should have known in the exercise of reasonable
prudence), the Material does not and will not constitute a libel or slander of any person or entity or
infringe upon or violate the right of privacy or any other right of any person or entity.
Producer shall indemnify Company against any and all liability, damages, costs and expenses
(including reasonable outside attorneys' fees and costs) in connection with any third party claim or
action arising out of the breach of any of Producer’s representations, warranties or agreements
herein. Company shall indemnify and defend Producer against any and all liability, damages, costs
and expenses (including reasonable attorneys' fees and costs) in connection with any third party claim
or action (other than those arising out of a breach of Producer's representations, warranties or
agreements hereunder or out of any criminal misconduct or malicious or willful acts by Producer) in
connection with Company's development, production, distribution or exploitation of the Material,
Picture and/or any element thereof or therein.
Producer shall be covered as an additional insured by the errors and omissions and general
liability insurance policies for the Picture to the extent that Company obtains and maintains such
policies and shall be subject to the terms, conditions and restrictions of such policies and
endorsements thereto.
Producer hereby covenants and agrees that Producer shall not have or be deemed to have
any lien, charge or other encumbrance upon any of the rights conveyed to Company herein or
proceeds derived therefrom, and that no act of or omission by Company, nor any other act, omission
or event of any kind, shall terminate or otherwise adversely affect Company's ownership of the rights
conveyed herein. Producer's sole remedy for any breach or alleged breach hereof by Company shall
be an action at law to recover such damages as may have been actually suffered by him/her as a
result thereof.

72
Without limiting the foregoing, Company's obligation to employ Producer with respect to the
Picture is subject to the condition precedent of Company acquiring all necessary rights to the
underlying property for the Picture.
Executed as of ______________
NAME (“Producer”)
TITLE THE MOVIE, LLC
("Company")
By:
Its:

73
EXHIBIT B
STANDARD TERMS AND CONDITIONS
(PRODUCER'S AGREEMENT - DIRECT)
These Standard Terms and Conditions ("Standard Terms") are part of, and are incorporated into, that
certain agreement ("Underlying Agreement"), dated as of ____________, between COMPANY FORMED
FOR FILM, LLC ("Company"), and _____________ ("Producer") relating to Producer's producing, labor
and other services in connection with the motion picture tentatively entitled "TITLE" ("Picture"). These
Standard Terms and the Underlying Agreement shall hereinafter be collectively referred to as the
"Agreement." Unless expressly provided to the contrary herein, (i) all terms used herein shall have the
same meaning as set forth in the Underlying Agreement and (ii) to the extent that any provision of these
Standard Terms conflicts with any provision of the Underlying Agreement, the Underlying Agreement
shall control. The term "Section(s)" refers to the numbered provisions of the Underlying Agreement and
the term "Paragraph(s)" refers to the numbered provisions of the Standard Terms.
1. PRODUCER'S SERVICES. Producer's services on the Picture will be rendered either alone or in
cooperation with other persons in such manner as Company may direct, under the instructions and in
strict accordance with the controls and schedules established by Company's authorized representatives
and at the times, places and in the manner required by said representatives. Such services shall be
rendered in an artistic, conscientious, efficient and punctual manner to Producer's best ability and with full
regard to the careful, efficient, economical and expeditious production of the Picture within the budget,
shooting schedule and policies established by Company, it being understood that Company's production
of motion pictures involves matters of discretion to be exercised by Company in respect to art and taste
and Producer's services and the manner of rendition thereof are to be governed by Company.
2. COMPANY'S OWNERSHIP RIGHTS; DROIT MORAL. Company hereby is and shall be the sole and
exclusive owner and is the sole author for all purposes (including, but not limited to, under the Copyright
laws of the United States), in perpetuity and throughout the universe, of all of the following from the
moment of their creation, at every stage of their development or completion: (i) all right, title and interest
in and to the Results and Proceeds (as defined below) of Producer's services hereunder, all of which
shall be a "work made for hire" for Company prepared within the scope of Producer's employment and/or
as a work specially ordered or commissioned for use as a part of a motion picture or other audio-visual
work; (ii) all right, title and interest in and to the Picture and the material upon which it is based, including,
but not limited to, the copyright in and to the Picture and any renewals and extensions of such copyright
and all moral rights of authors with respect thereto; (iii) all distribution, exhibition, exploitation, allied,
ancillary and/or subsidiary rights with respect to the Picture and/or the Results and Proceeds in any and
all media, whether now or hereafter known, including, without imitation, theatrical, non-theatrical, pay-per-
view, home video (including videocassettes, digital videodiscs, laserdiscs and all other formats), all forms
of television (including pay, free, network, syndication, cable, satellite and digital), video-on-demand, and
all forms of digital distribution and/or transmission (including without limitation, the internet); and (iv) all
other tangible and intangible rights of any nature relating to, and all proceeds and benefits of any nature
derived from, the Picture and/or the Results and Proceeds. Without limiting the foregoing, in the event
that any of the Results and Proceeds are not deemed to be a "work made for hire" for Company,
Producer hereby irrevocably and exclusively assigns to Company (or if any applicable law prohibits or
limits such assignment, Producer hereby irrevocably licenses to Company) all right, title and interest in
and to such Results and Proceeds (including all copyrights therein and thereto and all renewals and
extensions thereof), and all rights to exploit the same throughout the universe, in perpetuity, in any and all
media, whether now known or hereafter devised. Producer hereby waives any so-called "moral rights of

74
authors" and "droit moral" rights (and any similar or analogous rights under the applicable laws of any
country of the world) which Producer may have in connection with the Picture or the Results and
Proceeds. Producer further hereby irrevocably assigns to Company (or if any applicable law prohibits or
limits such assignment, Producer hereby irrevocably licenses to Company), in perpetuity throughout the
universe, all of Producer's rights, if any, to authorize, prohibit and/or control the renting, lending, fixation,
reproduction and/or other exploitation of the Picture by any media and/or means now known or hereafter
devised as may be conferred upon Producer under applicable laws, regulations or directives, including,
without limitation, any so-called "Rental and Lending Rights" pursuant to any European Union ("EU")
directives and/or enabling or implementing legislation, laws or regulations enacted by the member
nations of the EU. As used herein, "Results and Proceeds" shall mean all results and proceeds of
Producer's engagement and services under this Agreement or otherwise relating to the Picture, including
all themes, plot, characters, ideas and story contained therein and all other materials of any kind created
by Producer during the period of Producer's exclusive services hereunder and all so-called "moral rights
of authors" or "droit moral" rights (and/or any similar or analogous rights under any applicable law of any
jurisdiction) with respect to any of the foregoing, and the right to make such changes therein and/or uses
thereof as Company shall from time to time determine in its sole discretion.
3. INJUNCTIVE RELIEF. Producer acknowledges and agrees that the services to be rendered by
Producer hereunder are of a special, unique, unusual, extraordinary and intellectual character, making
them difficult to replace and giving them a peculiar value, the loss of which cannot be reasonably
compensated in damages in an action at law; that if Producer breaches any provision of this Agreement,
Company will be caused irreparable damage; and that, therefore, Company shall be entitled, as a matter
of right, at its election, to enforce this Agreement and all of the provisions hereof by injunction or other
equitable relief.
4. SUSPENSION AND TERMINATION.
4.1 Suspension.
4.1.1 Company's Suspension Rights. Producer's services and the accrual of
compensation hereunder shall be automatically suspended (unless Company notifies Producer
otherwise) during all periods when:
A. Disability. Producer is unable to perform Producer's obligations hereunder by
reason of mental or physical disability (including the death of Producer) ("Disability"). If any claim of
Disability is made by or on behalf of Producer, Company shall have the right to have Producer examined
by such physician(s) as Company may designate, with Producer's physician present (at Producer's sole
cost) if Producer so requests, provided that such physician does not interfere with the examination
conducted by Company's physician;
B. Default. Producer fails, refuses or neglects to comply with Producer's
obligations hereunder or (directly or through any representative) states an intention to do so ("Default");
provided, however, that if (y) such Default is inadvertent (i.e. not intentional or repeated) and is by its
nature reasonably curable and (z) allowing Producer to cure such Default will not result in additional
expense to Company, then on a one-time-only basis Producer shall have a period of forty-eight (48)
hours [reducible to twenty-four (24) hours during periods of principal photography] from the date of notice
from Company of such Default within which to cure the first such Default; and/or
C. Force Majeure. As a result of any Act of God; war; accident; fire; earthquake;
strike; lock-out or other labor controversy; riot; civil disturbance; act of public enemy; law, enactment, rule,
restraint, order or act of any governmental instrumentality or military authority; failure or inability to obtain
any necessary permit or license; failure of technical facilities; inability to obtain sufficient labor, technical

75
or other personnel (including, without limitation, cast or crew members); failure, delay or reduction in
transportation facilities or water, electricity or other public utilities; death, disability, disfigurement (with
respect to cast only), or inability to obtain health insurance for a principal member of the cast, the
director, any producer or key crew member or inability to obtain visas, labor permits or other
governmental licenses for any such persons (other than Producer); or any other cause not reasonably
within Company's control or which Company could not by reasonable diligence have avoided, Company
is hampered in the development or production of the Picture or Company's normal business operations
become commercially impracticable ("Force Majeure"). Notwithstanding the foregoing, Company shall
not suspend Producer's services due to an event of Force Majeure unless the services of other
producers have also been suspended (exclusive of any person whose suspension might cause
Company to lose rights in the material on which the Picture is based).
4.1.2 Effect of Suspension. If any such Force Majeure, Disability or Default should occur
prior to the Start Date, the Start Date may be postponed by Company for a period equal to the duration of
such Force Majeure, Disability or Default plus the period commencing on the occurrence of such event
and ending on the originally scheduled Start Date, and (unless Company gives Producer notice to the
contrary) such postponement shall not be deemed a suspension of this Agreement or Producer's
services hereunder; provided, however, that Company may reduce the period of postponement in its own
discretion upon notice thereof to Producer. Any suspension shall be for the duration of any such Force
Majeure, Disability or Default plus such reasonable period of time as may be deemed necessary by
Company to commence or recommence development or production of the Picture and, unless Company
notifies Producer in writing to the contrary, Producer's services hereunder shall be automatically
extended by such number of days as equal the total number of days of such suspension. A suspension
hereunder shall not relieve Producer of any of Producer's obligations to perform hereunder. During any
suspension, Producer shall not render any services for others or for him/herself in the field of
entertainment, except that during a suspension predicated on Force Majeure, Producer may render such
other services, provided that any and all commitments for such services are subordinate to the
obligations of Producer's services hereunder, including Producer's obligation to resume rendering
services to Company promptly upon termination of the suspension. If Company terminates any Force
Majeure suspension hereunder, Company may not thereafter re-suspend Producer's services based
upon the same continuous event of Force Majeure. Payment of any compensation accrued and unpaid
prior to the suspension shall be subject to all of Company's rights and remedies (including the right of
offset) for Producer's Default.

76
4.2 Termination.
4.2.1 Termination Rights of the Parties.
A. Producer's Termination Right. If a suspension predicated on Force Majeure
continues for eight (8) or more consecutive weeks or for an aggregate of ten (10) or more weeks,
Producer may give Company written notice of Producer's desire to terminate this Agreement, and unless
Company terminates such suspension within seven (7) business days after its receipt of such notice, this
Agreement shall terminate.
B. Company's Termination Rights. Company shall have the right to terminate
Producer's services upon the occurrence of any of the following by delivering written notice to Producer:
(i) Producer's Disability continuing for either three (3) days during
Producer's rendition of Pre-Production Services or services in connection the principal photography of the
Picture or at any other time, seven (7) or more consecutive days or an aggregate of fourteen (14) or more
days;
(ii) Default;
(iii) If an event of Force Majeure: (aa) occurs prior to or on the Start Date;
or (bb) occurs after the Start Date and continues for eight (8) or more consecutive weeks or for an
aggregate of ten (10) or more weeks (such period to be reduced to two (2) weeks during Producer's
rendition of Pre-Production Services and services in connection with the principal photography of the
Picture); or (cc) affects development and/or production in a manner incapable of being corrected within
the foregoing time periods; or (dd) has an impact that, at the time of onset, can reasonably be expected
to continue for not less than two weeks; or
(iv) Any event or contingency expressly provided for in this Agreement.
Notwithstanding the foregoing, Company shall not terminate Producer's services due to an event of
Force Majeure unless the services of substantially all other producers have also been terminated
(exclusive of any person whose termination might cause Company to lose rights in the material on
which the Picture is based).
4.2.2 Effect of Termination. If Producer or Company terminates this Agreement in
accordance with the provisions of this Paragraph 4, Company shall be released and discharged from any
liability or obligation whatsoever to Producer hereunder; provided, however, that if Company terminates
this Agreement pursuant to this Paragraph 4 for any reason other than Producer's Default, Producer shall
be entitled to receive that portion of the fixed compensation, if any, that has theretofore accrued and
become payable to Producer pursuant to the Agreement for services rendered by Producer prior to the
date of such termination and the insurance and indemnity provisions contained in this Agreement shall
survive any such termination.
4.3 Company's Breach. No act or omission of Company hereunder shall constitute an event of
Default or breach of this Agreement unless Producer shall first notify Company in writing setting forth
such alleged breach or Default and Company shall not cure the same within thirty (30) days (which
period shall be reduced to ten (10) business days if such alleged breach or Default concerns a
payment which has become due and payable to Producer and neither the accrual of such payment,
nor the amount of such payment, is in dispute) after receipt of such notice. No act or omission of
Producer hereunder shall constitute an event of breach of this Agreement unless Company shall first
notify Producer in writing setting forth such alleged breach and Company shall not cure the same within

77
five (5) days after receipt of such notice (reducible to 24 hours in the event of exigencies regarding
production).
4.4 Other Agreements. Any breach or Default by Producer of any other agreement between
Company and Producer for Producer's services in connection with the Picture ("Other Services
Agreements") shall constitute a breach or a Default by Producer under this Agreement. Any breach or
Default by Producer under this Agreement shall constitute a breach or Default by Producer under the
Other Services Agreements. No breach or Default by Producer under this Agreement or under the Other
Services Agreement shall affect Company's acquisition of rights in connection with the Picture (or any
material upon which the Picture is based or which is incorporated therein) pursuant to any rights
agreement with Producer or any other third parties.
5. NOTICES. All notices required hereunder shall be in writing and shall be given either by personal
delivery, telecopy/facsimile or by federal mail (postage prepaid), and shall be deemed given hereunder
on the date personally delivered or telecopied, or the date two (2) business days after the date mailed if
mailed in the United States, and five (5) business days after the date mailed if mailed outside of the
United States. Until further notice, the addresses of the parties shall be as follows:
5.1 For Producer, as indicated in the Underlying Agreement.
5.2 For Company:
c/o Production Attorney
Address
Fax No.: ___________
Attn.:
6. REPRESENTATIONS AND WARRANTIES. Producer represents and warrants that:
6.1 Authority and Non-Interference. Producer is free to enter into this Agreement; Producer has
the right to render services in accordance with the terms and conditions hereof; Producer is not subject to
any obligation or disability which would interfere with or prevent the full performance by Producer of
Producer's services hereunder; and Producer has done, nor will Producer do, any act, and Producer has
not made, nor will Producer make, any grant or assignment, which will or might interfere with the
complete enjoyment of the rights and privileges herein granted to Company.
6.2 Created Material. All material, works, writings, ideas, "gags" or dialogue written, composed,
prepared, submitted or interpolated by Producer in connection with the Picture or its preparation or
production, shall be wholly original with Producer and shall not be copied in whole or in part from any
other work, except that material submitted to Producer by Company for inclusion in and included in the
Picture.
7. INDEMNITY. Producer shall indemnify and hold Company, its parents, affiliates, subsidiaries,
employees, directors, officers, agents, successors, assigns and licensees, and each of them, harmless
from and against any and all liabilities, judgments, claims, demands, damages, penalties, interest, costs
and expenses of every kind whatsoever (including, without limitation, reasonable attorneys' and
accountants' fees and disbursements) (collectively, "Expenses") suffered or incurred by Company, the
aforementioned parties and/or any of them, arising out of or resulting from any Default by Producer, or
any breach by Producer of Producer’s representations, warranties, undertakings and/or agreements
hereunder and/or resulting from Producer’s intentionally tortious or grossly negligent conduct. Company
shall defend (selecting its own counsel), indemnify and hold Producer harmless from and against any
and all Expenses suffered or incurred by Producer, arising out of or by reason of or resulting from any

78
third party claim based upon material submitted by Company to Producer for inclusion in and included in
the Picture and/or by reason of any third party claim arising out of Company's production, distribution
and/or exploitation of the Picture; provided, however, that the foregoing indemnification shall not apply to
any Expenses or third party claims arising out of or resulting from Producer's intentionally tortious or
grossly negligent conduct or from any breach of Producer's covenants, representations or warranties
hereunder. Notwithstanding the preceding sentence, in connection with any claim arising out of the
production, distribution, or exploitation of the Picture which alleges that material contained in the Picture
constitutes a breach by Producer of Producer’s representations and warranties hereunder (hereinafter,
"Claim"), Company shall defend Producer against any such Claim provided that Producer cooperates
fully with Company in connection with the defense thereof and subject to the following: (i) Company shall
control the defense of any such Claim and shall have the right to dispose of and/or settle such Claim as
Company deems appropriate, and (ii) Company shall reserve all rights, both in equity and at law, against
Producer (including the right to recover any Expenses incurred by Company in connection with the
defense, settlement or other disposition of any such Claim) to the extent such Claim arises out of a
breach by Producer of Producer’s representations and warranties hereunder. With respect to any action
brought by Company against Producer pursuant to subparagraph (ii) above, such action will be deemed
to accrue on the date on which Company requests that Producer reimburse Company for Company's
Expenses incurred in defending a Claim following a final disposition thereof. Nothing contained in this
Paragraph shall affect the computation of Producer’s Contingent Compensation, if any, in connection
with the Picture or limit in any respect the amounts deductible by Company as distribution expenses,
costs of production or otherwise in computing such participation.
8. COMMITMENTS TO OTHERS. Producer shall not have the right or authority to, and shall not, (i)
employ any person in any capacity, (ii) contract for the purchase or rental of any article or material, or (iii)
make any commitment, agreement or obligation whereby Company shall be required to pay any monies
or other consideration, without Company's prior written consent in each instance.
9. RIGHT TO WITHHOLD. Company shall have the right to deduct and withhold from any sums payable
to Producer hereunder (i) any amounts required to be deducted and withheld by Company pursuant to
any present or future law, ordinance or regulation of the United States or of any state thereof or any
subdivision of any state thereof, or of any other country, including, without limitation, any country wherein
Producer performs any services hereunder.
10. INSURANCE.
10.1 Company’s Insurance Rights. Company shall have the right to apply for and take out, at
Company's expense, life, health, accident, cast or other insurance covering Producer, in any amount
Company deems necessary to protect Company's interest hereunder. Producer shall not have any right,
title or interest in or to such insurance. Producer shall assist Company in obtaining such insurance by
submitting to usual and customary medical and other examinations, and by signing such applications,
statements and other instruments as may be reasonably required by any insurance company. Producer
may have Producer's own physician present at any such examination at Producer’s own expense. In
the event Producer fails or is unable to qualify for such insurance at customary rates and subject only to
customary exclusions and deductible amounts (if any), Company shall have the right to terminate this
Agreement; provided, however, that Company shall not exercise such termination right if Producer
promptly pays the excess over the normal cast insurance policy premium, but only if: (i) the condition
to Producer's insurability thereunder is a single money payment of excess premium and not a policy
exclusion or any other condition related to the production of the Picture, and (ii) Company, in
Company's reasonable judgment, believes that the cause of the premium increase does not constitute
a substantial risk to the timely completion of the Picture. During the term of this Agreement, Producer
shall not travel on any chartered or unscheduled airline or plane, unless requested to do so by Company,

79
or engage in any conduct prohibited by any policy of insurance obtained by Company in accordance with
this Agreement.
10.2 Company's Insurance Obligations. Producer shall be covered on Company's errors
and omissions insurance policy for the Picture, subject to the restrictions, limitations, terms and
exclusions of said policy. In addition, Producer shall, as and to the extent Producer is deemed an
employee of Company, be covered on Company's general liability insurance policy for the Picture in
connection with Producer's services under this Agreement and/or the Picture, subject to the
restrictions, limitations, terms and exclusions of said policy. The foregoing shall not be construed so
as to limit or otherwise affect any obligation, representation, warranty or agreement of Producer or so
as to require Company to obtain and/or maintain any such insurance policies.
11. MISCELLANEOUS.
11.1 Governing Law. THE INTERNAL SUBSTANTIVE LAWS (AS DISTINGUISHED FROM
THE CHOICE OF LAW RULES) OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND
PERFORMED ENTIRELY IN CALIFORNIA SHALL GOVERN (i) THE VALIDITY AND
INTERPRETATION OF THIS AGREEMENT, (ii) THE PERFORMANCE BY THE PARTIES OF THEIR
RESPECTIVE OBLIGATIONS HEREUNDER, AND (iii) ALL OTHER CAUSES OF ACTION (WHETHER
SOUNDING IN CONTRACT OR IN TORT) ARISING OUT OF OR RELATING TO THIS AGREEMENT
(OR PRODUCER’S ENGAGEMENT AND/OR SERVICES HEREUNDER) OR THE TERMINATION OF
THIS AGREEMENT (OR OF PRODUCER'S ENGAGEMENT AND/OR SERVICES).
11.2 Legal Proceedings. The parties hereto agree that any dispute or controversy relating to any
of the matters referred to in clauses (i), (ii) and/or (iii) of Paragraph 11.1, above, shall be decided in
accordance with California law, and the parties hereby submit to the jurisdiction of the State and Federal
courts located in California. All such proceedings shall be closed to the public and confidential and all
records relating thereto shall be permanently sealed.
11.3 Non-Waiver; Effect of Termination; Entire Agreement; Severability. No waiver by Producer
or Company of any failure by the other to keep or perform any covenant or condition of this Agreement
shall constitute a waiver of any preceding or succeeding breach of the same or any other covenant or
condition. Neither the expiration nor the termination of this Agreement for any reason whatsoever shall
affect the rights granted hereunder by Producer or Company's ownership thereof, and the
representations and warranties of Producer hereunder shall survive any such expiration or termination.
This Agreement constitutes the entire agreement between Company and Producer with respect to the
subject matter hereof and may only be amended by a written instrument executed by Company and
Producer. If one or more provisions of this Agreement are held to be illegal or unenforceable under
applicable law, such illegal or unenforceable portion(s) shall be limited or excluded from this Agreement
to the minimum extent required and the remaining portions of this Agreement shall be interpreted as if
such portion(s) were so limited or excluded and shall be enforceable in accordance with its terms.
11.4 Visas and Labor Permits. Producer agrees to cooperate with Company and assist
Company in securing such visas and labor permits as may be required by any governmental agency in
connection with Producer's rendition of services hereunder. If, in spite of such cooperation and
assistance, Company is unable to secure such visas and labor permits within a reasonable time period
prior to the Start Date, Company shall have the right to suspend Producer's services hereunder until a
final determination concerning such visa or labor permit is made by the applicable authority, and
Company shall have the right to terminate this Agreement, Producer's engagement and Producer's
employment hereunder if such visas and labor permits cannot be secured.

80
11.5 Company's Remedies. All remedies accorded herein or otherwise available to Company
shall be cumulative and no one such remedy shall be exclusive of any other. Without waiving any rights
or remedies under this Agreement or otherwise, Company may from time to time recover, by action at
law, any damages arising out of any breach of this Agreement by Producer and may institute and
maintain subsequent actions for additional damages which may arise from the same or other breaches.
The commencement or maintaining of any such action or actions by Company shall not constitute an
election on Company's part to terminate this Agreement nor constitute or result in the termination of
Producer's services hereunder unless Company shall expressly so elect by written notice to Producer.
The pursuit by Company of any remedy under this Agreement or otherwise shall not be deemed a waiver
of any other or different remedy which may be available under this Agreement or otherwise, either at law
or in equity.
11.6 Producer's Remedies. The rights and remedies of Producer in the event of any breach by
Company of this Agreement or any of Company's obligations hereunder shall be limited to Producer's
right to recover damages, if any, in action at law, and Producer hereby waives any right or remedy in
equity, including without limitation any right to terminate or rescind this Agreement or Company's
ownership of the Picture or the Results and Proceeds or any other right granted to Company hereunder
and/or to seek injunctive or other equitable relief with respect to any breach of Company's obligations
hereunder and/or to enjoin or restrain or otherwise impair in any manner the production, distribution,
exhibition or other exploitation of the Picture, or any parts or elements thereof, or the use, publication or
dissemination of any advertising in connection therewith.
11.7 Captions. The captions used in connection with the paragraphs and subparagraphs of this
Agreement are inserted only for the purpose of reference. Such captions shall not be deemed to govern,
limit, modify, or in any other manner affect the scope, meaning, or intent of the provisions of this
Agreement or any part thereof; nor shall such captions otherwise be given any legal effect.
11.8 Governmental Limitation. If the compensation provided for by this Agreement shall exceed
the amount permitted by any present or future law or governmental order or regulation, such
compensation shall be reduced, while such limitation is in effect, to the amount which is so permitted, and
the payment of such reduced compensation shall be deemed to constitute full performance by Company
of its obligations respecting the payment of compensation hereunder. The balance of such
compensation, if any, shall be paid if and when, if ever, such law, governmental order or regulation is
lifted or removed.
11.9 Assignment. Company shall be free to assign this Agreement and its rights hereunder, and
to delegate its duties, obligations and liabilities hereunder, at any time and from time to time, in whole or
in part, to any person or entity and upon such assignment Company shall be released and discharged of
and from any and all of its duties, obligations and liabilities hereunder if such assignment is to: (i) a
person or entity into which Company merges or is consolidated or (ii) a person or entity which acquires all
or substantially all of Company's business and assets or (iii) a person or entity which is controlled by,
under common control with, or controls Company or (iv) any major or "mini-major" motion picture
company, United States television network or (v) other financially responsible party who assumes in
writing the performance and obligations of Company hereunder to be performed from and after such
assignment. Producer may not assign this Agreement or Producer's rights hereunder, or delegate
Producer's duties under this Agreement in whole or in part.
12. FURTHER INSTRUMENTS. Producer shall duly execute, acknowledge and deliver to Company or
cause to be executed, acknowledged and delivered to Company, any and all assignments or instruments
which Company may deem necessary to carry out and effectuate the purposes and intent of this
Agreement, including, without limitation, separate assignments of any rights granted by Producer in this
Agreement. In the event Producer fails to execute any such instrument within 5 business days after

81
Company’s written request therefore, unless a shorter period of time is reasonably required by Company,
Producer hereby irrevocably appoint Company as Producer's attorney-in-fact, which appointment shall be
deemed a power coupled with an interest, with full rights of substitution and delegation, to execute,
acknowledge and deliver any such instruments in Producer's name and on Producer's behalf. Company
agrees to provide Producer with a courtesy copy of any such document that Company executes on
behalf of Producer, provided that a failure to do so shall not constitute a breach of this Agreement.
END OF STANDARD TERMS

X: CONTRACTS – ACTOR - Deal Memo (short form)
82
“PRODUCTION NAME” CASTING
This is a memorandum of an agreement between the producer/production company names below and the actor nam
herein and authorized by the producer
DATE:
FILM:
PRODUCTION COMPANY: NAME OF L.L.C.
ACTOR:
ROLE:
SS#:
LOAN-OUT:
ADDRESS:
PHONE:
CELL: FAX:
AGENT: AGENCY:
MANAGER: COMPANY:
PHONE: CELL:
AGENT ADDRESS:
AGENT PHONE: FAX:
AGENT CELL:
DEAL:
BILLING:
PAID ADS:
MISCELLANEOUS:

X: CONTRACTS – ACTOR - Deal Memo (short form)
83
APPROX. START DATE:
TRAVEL:
ACCOMODATIONS:
LOOPING:
________________________________________________________________________
PRODUCER DATE

Y: CONTRACTS – ACTOR - Principal Terms (Loan Out)
84
NO QUOTE / NON-PRECEDENTIAL
ACTOR'S AGREEMENT - LOANOUT
(SAG ____ BUDGET SCALE)
AS OF:
PICTURE: A feature-length theatrical motion picture tentatively entitled
“TITLE”
LOANOUT COMPANY:
FEDERAL I.D. NO.:
F/S/O ACTOR:
ROLE:
SOCIAL SECURITY /
INSURANCE NO.:
NOTICE AND Lawyer/Agent…
PAYMENTS TO: AGENCY
Address
WITH A COURTESY
COPY TO:
The following sets forth the agreement ("Agreement") between CORP. FORMED FOR FILM,
LLC ("Company"), and __________, (“Lender”) for services of __________ ("Artist") with respect to
Artist's acting, executive producing and other services (as specified herein) on the above-referenced
motion picture ("Picture").
1. CONDITIONS PRECEDENT. Company's obligations under this Agreement are conditioned upon the
following:
1.1 Execution of Agreement. Company's receipt of fully-executed copies of this Agreement and
the certificate of engagement attached hereto and incorporated herein by this reference;
1.2 Employment Eligibility. Lender’s and/or Artist's providing Company with all documents
which may be required by any governmental agency or otherwise for Artist to render services hereunder,
including, without limitation, an INS Form I-9 (Employment Eligibility Verification Form), completed to
Company's satisfaction, together with Lender’s and/or Artist's submission to Company of original
documents establishing Artist's employment eligibility (Company acknowledges this condition precedent
as satisfied);

85
1.3 Insurance. Artist's ability to qualify for all insurance Company deems necessary (e.g., life,
health, accident and/or cast insurance) at customary rates and subject only to customary exclusions and
deductible amounts (if any) (Company acknowledges this condition precedent as satisfied); and
1.4 Chain-of-Title. Company's timely receipt of chain-of-title documents (in form and substance
satisfactory to Company) conveying to Company all right, title and interest in and to all materials upon
which the Picture is based (Company acknowledges this condition precedent as satisfied);
1.5 Payment Documentation. Company's receipt of all forms and documents necessary to
enable Company to effect payment to Lender, including tax and corporation identification forms,
including, without limitation, if applicable, California Form 590 if Lender is incorporated outside the State
of California, and any other tax and corporation identification forms (Company acknowledges this
condition precedent as satisfied);
1.6. Picture Finance. The closing of all required financing arrangements for the Picture
(Company acknowledges this condition precedent as satisfied); and
1.7. Completion Bond. The issuance of a completion bond with respect to the Picture from
a recognized completion bond company approved by Producer (Company acknowledges this condition
precedent as satisfied).
2. SERVICES; START DATE. Company engages Lender (and Lender accepts such engagement) to
provide Artist to render acting services in the Picture portraying the role designated above ("Role").
Lender shall cause Artist to render all services as are customarily rendered by actors in first-class, feature-
length, theatrical motion pictures as, when and where reasonably required by Company. In connection
therewith and subject to the terms of this Agreement, Lender and Artist shall comply with all reasonable
directions, requests, rules and regulations of Company, whether or not the same involve matters of artistic
taste or judgment. Without limiting the foregoing, Lender shall cause Artist to render the following
services in connection with the Picture:
2.1 Pre-Production Services. Lender shall cause Artist to render exclusive services in connection
with rehearsal plus all additional required pre-production services, including, without limitation, pre-
production meetings, fittings for costumes, wigs and/or prosthetic devices and the like, make-up, tests,
publicity and production stills, auditions, conferences regarding story, music and other production matters,
and other pre-production services customarily rendered by actors on first-class, feature-length, theatrical
motion pictures and as Company may require, such pre-production services to be rendered as, when and
where reasonably required by Company ("Pre-Production Services"). If any required Pre-Production
Services (other than rehearsals) are not consecutive to the "Start Date" (as defined below), such services
shall be subject to Artist's prior professional contractual commitments (provided that Artist shall use best
efforts to be available as, where and when reasonably required by Company). Company acknowledges
that all services have been satisfactorily rendered under this paragraph.
2.2 Production Services. Lender shall cause Artist to continue to render exclusive services in
connection with the Picture during photography of the Picture, in accordance with the provisions of this
Section 2.2, such production services to commence on a date to be designated by Company ("Start Date").
Company hereby designates August 9, 2004, plus or minus one (1) week, as the Start Date. Lender shall
cause Artist to render exclusive services from and after the Start Date for the in-going scheduled period of

86
photography of the Picture [presently consisting of four (4) weeks, subject to such changes as may be
required by exigencies of production and/or events of Force Majeure (as defined herein)] ("Guaranteed
Payment Period"), plus, if needed and subject to the Overages provisions of Paragraph 3.2 below, any
additional period of time during which Company requires Artist's services in connection with photography
of the Picture. The Guaranteed Payment Period shall sometimes hereinafter be collectively referred to as
the "Minimum Employment Period." Company acknowledges that all services have been satisfactorily
rendered under this paragraph.
2.3 Post-Production Services. Lender shall cause Artist to render post-production services in
connection with the Picture as are customarily rendered by actors in first-class, feature-length, theatrical
motion pictures and as, when and where Company may reasonably require, such post-production services
to include, without limitation, looping, dubbing, voice-overs, retakes, trick shots, opticals, foreign
versions, cover shots, added scenes and re-shooting for the Picture, which shall include two (2) free days
(or, at Company’s election, four (4) free half-days). Such post-production services, if non-consecutive to
the period of Artist's consecutive services in connection with the production of the Picture, shall be subject
only to Artist's prior professional contractual commitments (provided that (i) Artist shall use reasonable
best efforts to be available to render such services as, when and where reasonably required by Company,
and (ii) Lender and/or Artist shall give Company notice, as promptly as possible following Company’s
request therefor, of such professional commitments). The first two (2) days of Artist's post-production
services, which may be consecutive or non-consecutive to each other or to the Guaranteed Payment Period
(at Company's option), shall be hereinafter referred to as the "Regular Post-Production Days"; provided,
however, services rendered by Artist on any Regular Post-Production Day for four (4) hours or less shall
be counted only as one-half (1/2) day for purposes of determining the remaining Regular Post-Production
Days.
2.4 Promotional and Publicity Services. Subject to Artist’s reasonable approval and availability,
Lender agrees to cause Artist to perform a reasonable amount of publicity services ("Promotional
Services") (both during production of the Picture and in connection with the initial theatrical release of the
Picture), in connection with the publicity and promotion of the Picture, provided that in any event Artist
shall use reasonable good faith efforts to be available to render the Promotional Services as reasonably
required by Company. Company shall consult with Artist regarding the precise Promotional Services to
be rendered by Artist and shall not require Artist to perform any particular Promotional Services which
Artist finds personally offensive (e.g., Company will not require Lender to cause Artist to appear on a
particular talk show if Artist has personally had a previous problem with the host of that talk show). No
additional compensation or other remuneration shall be payable to Lender with respect to the Promotional
Services; however, Artist's Promotional Services as set forth in the first sentence of this paragraph are of
the essence of this agreement and the Fixed Compensation (as defined below) shall be deemed to be in
partial consideration of the Promotional Services as well as Artist's services in connection with the
production of the Picture.
3. COMPENSATION. Upon the condition that both Lender and Artist fully perform all material services
and obligations required hereunder and are not in "Default," and subject to Company's rights of
suspension and/or termination on account of Lender’s and/or Artist's Default or "Disability" or an "Event
of Force Majeure" (as such terms are defined in the Standard Terms attached hereto), Company shall pay
Lender, as full and complete consideration for Artist's services and all rights granted hereunder, the
following:

87
3.1 Fixed Compensation. For all of Artist's Pre-Production Services, services during the
Minimum Employment Period, and services during the Regular Post-Production Days, the applicable sum
related to the SAG Low Budget Scale plus 10% [i.e., One Thousand Six Hundred Twenty United States
Dollars (US $1,620) + 10% per week] ("Fixed Compensation"), payable in approximately equal weekly
installments during the scheduled period of principal photography of the Picture (i.e., paid in 4 weekly
installments of US $1,620 + 10% each over the 4 week in-going schedule of Artist’s principal
photography services). All payments hereunder shall be payable on Company's regular payday in the
week following the week in which such payments shall have accrued.
3.2 Overages. If Company requires Lender to cause Artist to render services in connection with
the Picture, other than publicity services, after expiration of the Minimum Employment Period and/or
Regular Post-Production Days, as applicable, Lender shall receive additional compensation at the
applicable SAG Low Budget Scale rate plus 10% [Five Hundred Twelve United States Dollars and Sixty
Cents (US $512.60)] per day.
3.3 Contingent Compensation. Upon the further condition that Artist appears recognizably in the
Role in the Picture as released to the general public, an amount ("Contingent Compensation") equal to Ten
Percent (10%) of One Hundred Percent (100%) of the "Adjusted Gross Receipts," if any, of the Picture.
"Adjusted Gross Receipts" shall be defined, computed, paid and accounted for in accordance with
Company’s and the Picture’s distributor(s)’ standard definition of Adjusted Gross Receipts (which
definition shall be within customary standard industry parameters for engagements of this type), provided
that such definition as applied to Lender shall be no less favorable than the corresponding definition as
applied to any other participant in the Adjusted Gross Receipts. Company makes no representation that
the Picture will generate any, or any particular amount of, Adjusted Gross Receipts. In addition, the
parties acknowledge and agree that Lender shall be entitled to an additional bonus payment of Two
Hundred Thousand United States Dollars ($200,000) in first position out of the first gross receipts of
Company after recoupment of all production costs of the Picture (including but not limited to all financing
costs and interest, whether or not budgeted), with such recoupment break point set at One Million One
Hundred Thousand United States Dollars (US $1,100,000). Company agrees that Lender shall be entitled
to such audit rights as are customarily granted for engagements of this type.
3.4 Box Office Bonuses. Upon the further condition that Artist appears recognizably in the Role
in the Picture as released to the general public, (i) a “Box Office Bonus” of Fifty Thousand United States
Dollars (US $50,000) at the break point in United States / Canada collective domestic theatrical box office
receipts of Two Million Five Hundred Thousand United States Dollars (US $2,500,000), (ii) a “Box
Office Bonus” of One Hundred Thousand United States Dollars (US $100,000) at the break point in
United States / Canada collective domestic theatrical box office receipts of Three Million Five Hundred
Thousand United States Dollars (US $3,500,000), (iii) a “Box Office Bonus” of One Hundred Fifty
Thousand United States Dollars (US $150,000) at the break point in United States / Canada collective
domestic theatrical box office receipts of Four Million Five Hundred Thousand United States Dollars (US
$4,500,000) and (iv) a “Box Office Bonus” of Two Hundred Thousand United States Dollars (US
$200,000) at the break point in United States / Canada collective domestic theatrical box office receipts of
Five Million Five Hundred Thousand United States Dollars (US $5,500,000) as reported by Daily Variety
within thirty (30) days of the applicable reporting. For the avoidance of doubt, Box Office Bonus(es), if
any, shall not be applicable against Contingent Compensation.
3.5 Nights, Weekends, Holidays, Travel Time, Work Time. No increased or additional Fixed
Compensation shall accrue or be payable to Lender for any of Artist's services rendered at night or on

88
Saturdays (or sixth days), Sundays (or seventh days) or holidays, or after the expiration of any particular
number of hours of service in any period, or by reason of time spent by Artist travelling to or from any
location where Lender may be required to cause Artist to render services in connection with the Picture.
Company hereby represents that no other person or entity associated with the Picture shall receive any
other contingent compensation formulation (whether by way of percentage of receipts, fixed bonus or
otherwise) that is more favorable than that accorded Lender or that in any way reduces Lender’s
contingent compensation pursuant to this paragraph 3.
4. NO TRAVEL. Company shall only require Lender to cause Artist to render services hereunder (other
than for publicity or promotional services) within the greater Los Angeles area. In the unlikely event that
Company requires Lender to cause Artist to render services outside the greater Los Angeles area, the
parties shall negotiate such travel and accommodations in good faith consistent with the parameters of this
Agreement.
5. CREDIT.
5.1 Artist's Credit. Upon the conditions that (i) Lender and Artist fully perform all of the
material services and obligations required to be performed hereunder, (ii) Lender and Artist are not in
Default, and (iii) Artist shall appear recognizably in the Role in the Picture as released to the general
public, Company shall accord Artist the following credit:
5.1.1 On Screen. On a separate card, below or after the title of the Picture, among the
single card cast credits, in 1st
position, in the main titles (i.e. where the individual credits for the principal
cast and the director appear, whether located in the beginning or end of the Picture), of all positive prints
of the Picture, in duration and in a size of type not less than the size of type used to display the name of
any other cast member on screen. On a separate card, substantially in the form of “Executive Producer –
___________,” in the main titles (i.e. where the individual credits for the principal cast and the director
appear, whether located in the beginning or end of the Picture), in 2nd
position among any other executive
producers, of all positive prints of the Picture, in a size of type not less than the size of type used to display
the name of any other producer or executive producer on screen whose name appears on screen.
5.1.2 In Paid Advertising. In the billing block portion of all paid advertising relating
primarily to the Picture issued by, or under the direct control of, Company ("Paid Ads"), below or after the
title of the Picture, among the Paid Ad cast credits (and Paid Ad producer credits, as applicable), in 1st
position among cast and 2nd
position among executive producers, in a size of type not less than the size of
type used to display the name of any other cast member (or producer/executive producer, as
applicable) in such Paid Ad.
5.2 Exclusions and Exceptions. Company's Paid Ad credit obligations shall not apply to the
following Paid Ads (hereinafter "Excluded Ads"): group, list, institutional or so-called teaser advertising;
announcement advertising; advertising relating primarily to the source material upon which the Picture is
based, or to the author, any member of the cast, the producer(s), writer(s) or any other personnel involved
with the production of the Picture who are receiving so-called "award" or "congratulatory"
advertisements, including advertisements or announcements relating to consideration or nomination for an
award; trailers (including promotional films) or other screen, radio or television advertising; advertising in
narrative form; advertising for film festivals, film markets and the like; advertising one-half page (or the
equivalent in SAU's) in size or less; outdoor advertising (including, but not limited to so-called 24-sheets);

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theater display advertising; advertising in which no credit is accorded other than credit to one (1) or two
(2) stars of the Picture and/or to Company and/or to any other company financing or distributing the
Picture. The following shall not be considered Paid Ads or Excluded Ads for any purpose hereunder
(“Other Uses”): videocassettes, videodiscs and other home video devices and the covers, packages,
containers or jackets therefor; publicity and promotional items and materials; advertising relating to
subsidiary or ancillary rights in the Picture (including, but not limited to novelizations, screenplays or
other publications, products, merchandising, music publishing or soundtrack recordings); voiceovers,
advertising, publicity and exploitation relating to by-products or commercial tie-ins; and other advertising
not relating primarily to the Picture.
5.3 Credit In Excluded Ads. Notwithstanding anything contained herein, if any other cast
member is accorded credit in any Excluded Ads or Other Uses (other than award, congratulatory or
nomination type ads mentioning only the honoree, group ads, institutional ads and teasers), Artist also
shall be accorded credit in such Excluded Ads or Other Uses.
5.4 Artwork Tie-Ins. If the name of any other cast member appears as part of or in connection
with the artwork title of the Picture in Paid Ads, then the name of Artist shall also appear as part of or in
connection with the artwork title of the Picture in such Paid Ads.
5.5 Likeness Tie-In. If the likeness of any other cast member appears in a Paid Ad or
Excluded Ad or Other Uses (subject to the exceptions set forth in Paragraph 5.3 above), then the likeness
of Artist shall also appear in such Paid Ad or Excluded Ad or Other Uses in a size not smaller than the
likeness of any other cast member in such Paid Ad.
5.6 General Terms. All credit provisions herein are for credit issued by/under the control of
Company and are subject to customary distributors’ exclusions and exceptions. All other matters with
respect to Artist's credit shall be determined by Company in its sole discretion. Any reference to the
"title" of the Picture shall be deemed to mean the "regular" title unless such reference is specifically made
to the "artwork" title. Company shall provide notice of Artist’s credit provisions to any applicable third
party distributor, but such distributor’s failure to provide credit as specified herein shall not constitute a
breach of this Agreement by Company. No casual or inadvertent failure to comply with the provisions of
this section nor any failure by third parties to comply with their agreements with Company shall constitute
a breach of this Agreement by Company. In the event of Company's failure to comply with any of its Paid
Ad obligations hereunder, Company shall, upon receipt of written notice of such failure, use reasonable
efforts to correct such failure in Paid Ads on a prospective basis only, i.e. those Paid Ads (if any) prepared
after Company's receipt of such notice (allowing for adequate time after receipt of notice to implement
such correction).
6. UTILIZATION OF SERVICES; "PAY OR PLAY".
6.1 Company's Rights. Notwithstanding any contrary provision of this Agreement, Company
shall have no obligation to engage Lender, to use Lender’s or Artist's services or to include the results and
proceeds thereof in the Picture, or to develop, produce, release or otherwise exploit the Picture, and
Company may at any time abandon development and/or production of the Picture and/or terminate
Lender’s engagement and Lender’s and Artist's services in connection with the Picture for any reason,
with or without cause. Lender and Artist hereby release and discharge Company from all liability for any
loss or damage Lender or Artist may suffer as a result of Company's abandonment of the Picture and/or
failure to develop, produce, release, distribute, advertise or otherwise exploit the Picture and/or failure to

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utilize Lender’s or Artist's services in connection with the Picture or termination of Lender’s engagement
and Lender’s and Artist's services in connection with the Picture for any reason, with or without cause;
provided, however, that if Company terminates Lender’s engagement and Lender’s and Artist's services
on the Picture "without cause" after Artist has become "Pay or Play", as set forth below, Company shall
remain obligated to pay Lender the Fixed Compensation in accordance with the terms hereof. If
Company becomes obligated to pay to Lender any of the compensation provided for in Section 3 of this
Agreement following a termination without cause pursuant to this Section and Artist performs services for
any third party during the Minimum Employment Period (if Artist's services had not been terminated),
Lender and Artist shall promptly notify Company in writing of the terms of such engagement and all sums
payable to Lender and/or Artist for such third party services shall automatically offset and reduce (on a
dollar-for-dollar basis) the amount payable by Company to Lender hereunder. (For purposes hereof, a
"without cause" termination shall be a termination for any reason other than those set forth in the Standard
Terms).
6.2 "Pay or Play". Artist shall be deemed to be "Pay or Play" for purposes of the preceding
section upon notice in writing to Lender or Artist of Company's election to make Artist "Pay or Play" or
when all of the following have occurred:
6.2.1 Company has approved, in its sole discretion, the final shooting script, budget and
production and post-production schedules for the Picture; and
6.2.2 All principal cast members, the director and the producer(s) of the Picture have been
made unconditionally "Pay or Play" for their Fixed Compensation; and
6.2.3 Company has advised Lender or Artist in writing that a firm date has been set for the
commencement of principal photography.
Notwithstanding the foregoing, Artist shall be made “Pay or Play” for the Fixed Compensation no
later than such time as Artist commences principal photography services on the Picture (Company hereby
acknowledges that Lender is now “Pay or Play” for the Fixed Compensation set forth above).
7. NAME AND LIKENESS; FILM CLIPS.
7.1 Name and Likeness. Company shall have the right, in perpetuity and throughout the
universe, to use, and to authorize others to use, Artist's name, image, voice, approved (in accordance with
the provisions of Paragraph 7.3 below) likeness, attributes and/or biography (such biography to be in a
form pre-approved by Artist) in connection with the production, exhibition, advertising, promotion and/or
other exploitation of the Picture, and/or subsidiary and ancillary rights of any nature relating to the Picture
or Artist's services hereunder, in any and all media, whether now known or hereafter devised, including
without limitation, trailers and promotional films and/or videos (including so-called "music videos"),
"behind-the-scenes" (which have been approved by Artist in accordance with Paragraph 7.6 below) ,or
other footage, interviews, excerpts from the Picture, new footage shot in connection with trailers or
promotional films, featurettes, one-sheets, souvenir programs, press books, novelizations and other
commercial publications, soundtrack recordings embodied in any form now known or hereafter devised,
including the packaging therefor, and in sheet music and song books, approved (in accordance with the
provisions of Paragraph 7.4 below) commercial tie-ins and approved (in accordance with the provisions of
Paragraph 7.4 below) merchandising items of any nature; provided, however, that with respect to
merchandising items and commercial tie-ins, Artist shall not be represented as using, consuming or

91
endorsing any product, commodity or service without Artist's consent. Notwithstanding the foregoing, if
Lender or Artist does not furnish or approve Artist's biography within five (5) business days following
Company's written request therefor (unless exigent circumstances require Lender’s or Artist's approval
within a shorter period of time as specified by Company), Company shall have the right to use any
non-approved biography of Artist in its discretion.
7.2 Film Clips. Lender hereby grants to Company the right to use and to authorize others to
use film clips and excerpts from the Picture in which Artist appears recognizably (collectively, "Clips") in
promotional films and/or videos (including so-called "music videos"), featurettes, approved (in accordance
with the provisions of Paragraph 7.6 below) "behind-the-scene" footage and interviews relating to the
Picture, and in connection with approved (in accordance with the provisions of Paragraph 7.4 below)
commercial tie-ins, without any additional consideration to Lender or Artist therefor; provided, however,
that if Company proposes to use any Clips in any films having a running time in excess of thirty (30)
minutes, Company shall have the right to use such Clips therein automatically upon the payment to
Lender of the minimum compensation required therefor pursuant to the Producer Screen Actors Guild
Codified Basic Agreement regarding Low Budget Scale ("SAG Agreement") in effect as of the date of
this agreement. Company shall not have the right to use film clips in subsequent productions (e.g.,
theatrical sequels and long-form television productions) without Artist’s approval.
7.3 Stills and Likeness Approvals.
7.3.1 Stills Approval Right. Artist shall have the right of approval of all photographic
stills (but such approval shall not extend to any "key" or "poster" art in which any approved still appears)
in which Artist appears alone (collectively "Stills") issued by or under the direct control of Company in
connection with the advertising, publicity, promotion and exploitation of the Picture; provided, however,
that Artist shall be required to approve not less than fifty percent (50%) of all Stills submitted to Artist in
which Artist appears alone and not less than seventy-five percent (75%) of all Stills submitted to Artist in
which Artist appears with others having still approval rights. Stills shall be submitted in the form of so-
called "contact sheets" and in reasonable quantity. Artist shall have three (3) business days (reducible to
two (2) business days if exigencies so require) from receipt of each set of Stills ("Approval Period") in
which to approve of same. If Artist shall fail or refuse to approve, within said Approval Period, the
requisite number of Stills so submitted, or shall fail to timely communicate to Company such approval or
disapproval of the Stills, as provided herein, all Stills in the set so submitted shall be deemed approved.
Company's submission of Stills to the address specified on page one hereof shall satisfy Company's
submission requirements hereunder, and no casual or inadvertent failure by Company (or its
representatives) to comply with the provisions hereof shall constitute a breach of this Agreement by
Company. Once a Still is approved it shall be deemed approved for all uses of Artist's likeness permitted
under this Agreement. Artist shall exercise the foregoing approval rights in a reasonable manner and not
so as to frustrate Company's ability to timely and fully exploit the Picture.
7.3.2 Non-Photographic Likenesses. Artist shall have the right to consult with Company
with respect to all non-photographic likenesses of Artist's face and head (but not including the positioning
of Artist's likeness) ("Renditions") used by Company in connection with the advertising, promotion,
publicity and exploitation of the Picture. If Artist when so consulted does not approve of any such
Rendition, Artist must indicate to Company within three (3) business days (reducible to two (2) business
days if exigencies so require) of receipt thereof the precise nature of Artist's disapproval, if any. Company
shall show the revised Rendition to Artist and Artist must indicate to Company within three (3) business
days (reducible to two (2) business days if exigencies so require) of receipt thereof the precise nature of

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Artist's disapproval, if any. Artist shall exercise such right of approval reasonably and in a manner which
will not frustrate Company’s ability to finalize said non-photographic likeness within the time available to
Company for doing so. Any disapprovals must be given in a clear and unambiguous manner. If
Company subsequently changes the Rendition pursuant to Artist’s request, then Company shall have the
right to deem any such Rendition approved by Artist. In the event of any disagreement, Company's
decision shall be final. Once a Rendition is approved, it shall be deemed approved for all uses of Artist's
likeness permitted under this Agreement.
7.3.3 Key and Poster Art. Artist shall not have any approval rights with respect to the key
and poster art for the Picture provided that Artist shall have the right to consult with Company with
respect to the key and poster art for the Picture; provided, however, that Company may use a likeness of
Artist (whether a Still or Rendition) in such key or poster art only if such likeness is one which has been
approved by Artist in accordance with the provisions of the Agreement.
7.4 Merchandising / Commercial Tie-Ins. Subject to Artist’s reasonable prior written
approval and negotiation of a reasonable and customary merchandising participation, Company may use
Artist’s name, voice and/or likeness or that of a “look-alike” or “sound-alike” of Artist in merchandising
and commercial tie-ins. Notwithstanding the foregoing, Artist acknowledges and agrees that she has pre-
approved the use of her name in the billing block, other than for excluded categories (e.g., weapons,
alcohol, tobacco, gambling-items, religious or hygiene products, etc.).
7.5 Soundtrack Album. Subject to Artist’s reasonable prior written approval and negotiation
of a reasonable and customary soundtrack album royalty, Company may use Artist’s voice in a soundtrack
album(s). Notwithstanding the foregoing, Artist acknowledges and agrees that she has pre-approved up to
thirty (30) seconds of the incidental use of her voice on any soundtrack album.
7.6 Bloopers/Outtakes/Behind-the-Scenes. Subject to Artist’s reasonable prior written
approval, Company may use Artist’s name, voice and/or likeness for material designated as bonus
material and/or otherwise as bloopers, outtakes or behind-the-scenes footage. Subject to exigencies of
production, Company shall use its good faith efforts to notify Artist in advance of the filming of any
behind-the-scenes footage which includes Artist; provided that Company’s failure to do so shall not
constitute a breach or default on the part of Company hereunder. Without limiting the above, Artist shall
have a right of approval (not to be unreasonably withheld) with respect to any behind the scenes footage
which includes Artist; provided that Artist agrees to approve a sufficient amount of behind the scenes
footage for Company’s reasonable use in a connection with promotional films or other promotion for the
Picture provided that a reasonable amount of behind the scenes footage was presented to Artist for
approval.
8. ARTIST'S APPEARANCE. Artist will not materially change Artist's appearance (e.g., grow or shave
a beard or mustache or change hair style or hair color) at any time between completion of pre-production
makeup and hairstyling work and completion of all services in connection with the production and post-
production of the Picture.
9. DUBBING AND DOUBLING. Company shall have the right to use the services of persons other than
Artist (with or without the services of Artist) to "dub" or "double" Artist's acts, poses, appearance, voice or
sound effects attributed to the character portrayed by Artist and to use the name, likeness, voice or other
sound effects of Artist in connection therewith. Such doubling or dubbing of Artist's voice may be in
English or any other language; provided, however, that Company shall provide Artist with the first

93
opportunity to dub Artist's voice in the English language, provided that Artist is available to do so upon
two (2) weeks’ prior notice and there are no meaningful additional costs incurred by allowing Artist to
do so, except in the following circumstances: (a) when necessary to expeditiously meet the
requirements of foreign exhibition; (b) when necessary to expeditiously meet censorship or broadcast
requirements, both foreign and domestic; (c) when Artist shall fail or refuse to render the required
services, or when Artist is not readily available when and where Artist's services are reasonably
required hereunder after reasonable prior notice thereof (it being agreed that Company shall use good
faith efforts to try to schedule any such dubbing and doubling so as to accommodate Artist’s
availability as notified by Artist to Company in writing); or (d) when, in Company's opinion, Artist's
voice, accent or other performance hereunder, including singing and playing music, does not meet
Company's requirements in connection with the Role.. Any nudity, sex or simulated sex of Artist or
Artist’s body double shall require Artist’s approval. The parties acknowledge that there is no depiction of
nudity, sex or simulated sex in the final shooting script of the Picture.
10. PUBLICITY LIMITATIONS. Neither Lender nor Artist shall issue, release, authorize or in any way
participate in any publicity, press releases, interviews, advertisements or promotional activities relating to
Company, the Picture or Lender’s engagement or Lender’s or Artist's services hereunder without the prior
written consent of Company, except personal publicity in which the Picture is only incidentally mentioned
("Personal Publicity"). No publicity issued by Lender or Artist, whether Personal Publicity or otherwise,
shall contain derogatory mention of Company, the Picture, or the services of Lender or Artist or others in
connection with the Picture. Neither Lender nor Artist may disclose any confidential information with
respect to Company or the Picture (including, without limitation, the budget thereof or the terms of any
contracts for services of persons engaged in connection with the Picture) without Company's prior
consent, except that the foregoing shall not be construed so as to prohibit Lender or Artist from disclosing
the terms of this Agreement to her representatives, or from using the financial terms of this Agreement as
a “quote” for Artist’s services in connection with other motion pictures.
11. VIDEOCASSETTE/DVD. Provided that Lender and Artist have rendered all services which
Company may require and that neither Lender nor Artist is in Default, Company shall provide Lender
with one (1) VHS videocassette and one (1) DVD of the Picture at such time, if ever, as VHS
videocassettes and DVDs of the Picture become generally commercially available. Said videocassette and
DVD copies shall be used solely for Artist’s private home showing and library purposes, and in no event
shall said videocassette and/or DVD copy be altered, duplicated or used for any commercial purpose or
for profit.
12. PREMIERE. Company shall invite Artist and three (3) guests to the first East or West Coast
celebrity premiere. Company shall reasonably request the Picture’s distributor provide first class travel
and accommodations to Artist; however, unless such is provided for other principal cast, no travel or
accommodations shall be provided by Company regarding such premiere.
13. EXERCISE OF CONSULTATION AND/OR APPROVAL RIGHTS. Consultation and/or approval
rights, if any, granted to Lender or Artist hereunder shall be subject to the following: (i) Artist being
available as, when and where reasonably required for the exercise of such rights; (ii) such rights being
exercised in a reasonable manner and not so as to frustrate Company's full and timely development,
production and/or exploitation of the Picture; (iii) such rights are personal to Lender and/or Artist and may
not be exercised by any other person or entity; (iv) Company's determination shall be final with respect to
any matter with respect to which Lender or Artist has consultation rights hereunder; and (v) Company
shall not be obligated to incur any additional costs with respect to such consultation and/or approval

94
rights. Upon Artist becoming "pay or play" hereunder, all approval rights with respect to matters relating
to the principal photography of the Picture shall be deemed to be rights of consultation.
14. ENTIRE AGREEMENT/STANDARD TERMS. All other terms and conditions of Lender’s and
Artist's services hereunder (including, without limitation, injunctive relief and Company's rights of
suspension and/or termination in the event of Default, Disability or Force Majeure) are set forth in
Company's Standard Terms and Conditions applicable to the services of actors (the "Standard Terms")
attached hereto and incorporated herein by this reference. This Agreement (including the Standard Terms
constitutes the entire understanding of the parties hereto and replaces any and all former agreements,
understandings and representations relating in any way to the subject matter hereof. No modification,
alteration or amendment of this Agreement shall be valid or binding unless it is in writing and signed by
the party to be charged with such modification, alteration or amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.
CORP. FORMED FOR FILM, LLC
By:
Its:
___, INC.
By:
Its:
EXECUTION DATE:

95
As of _________
Corp. Formed for film, LLC
Address
Re: “TITLE” – ACTOR’S CORP, INC. f/s/o ACTOR NAME
Ladies/Gentlemen:
Reference is made to the agreement ("Agreement") dated concurrently herewith between you and
_______, INC. for the services of __________, the undersigned, in connection with the above-referenced
motion picture.
As a material inducement to you to enter into the Agreement, the undersigned hereby represents,
warrants and agrees as follows:
1. I have heretofore entered into an agreement (the "Employment Agreement") with Lender requiring
me to render services exclusively to Lender for at least the full term of the Agreement and authorizing
Lender to enter into the Agreement and to furnish my rights and services to you upon the terms, covenants
and conditions thereof.
2. I am familiar with all of the terms, covenants and conditions of the Agreement and hereby consent
to the execution thereof; I shall be bound by and will duly observe, perform and comply with all of the
terms, covenants and conditions of the Agreement as if I had executed it directly as an individual, even if
the Employment Agreement should hereafter expire or be terminated or suspended, or if Lender should be
dissolved or should otherwise cease to exist; I hereby confirm that there have been granted to Lender all of
the rights granted by Lender to you under the Agreement; and I hereby join in and confirm all grants,
representations, warranties and agreements made by Lender under the Agreement.
3. I am under no legal or other obligation or disability that would prevent or restrict me from
performing and complying with any of the terms, covenants and conditions of the Agreement to be
performed or complied with by me.
4. Unless I am deemed substituted for Lender as a direct party to the Agreement pursuant to
paragraph 7, below, I will look solely to Lender and not to you for compensation for the services and
rights I may render and grant to you under the Agreement and for the discharge of all other obligations of
my employer with respect to my services under the Agreement.
5. You shall have all rights and remedies against me that you would have if I were your direct
employee under the Agreement and you shall not be required to first resort to or exhaust any rights or
remedies that you may have against Lender before exercising your rights and remedies against me.
6. I will indemnify and hold you and your parents, affiliates, subsidiaries, employees, directors,
officers, agents, successors, assigns and licensees, and each of them, harmless from and against any and
all taxes which you may have to pay and any and all any and all liabilities, judgments, losses, claims,
demands, damages, penalties, interest, costs and expenses of every kind whatsoever (including, without
limitation, reasonable outside attorneys' and outside accountants' fees and disbursements) which may be
obtained against, imposed upon or suffered by you or any of the aforementioned parties or which you or

96
any of such parties may incur by reason of your failure to deduct and withhold from the compensation
payable under the Agreement any amount required or permitted to be deducted and withheld from the
compensation of an employee under the provisions of any current state or federal statute and/or any
amendments thereof and/or any statutes hereafter enacted requiring the withholding of any amount from
the compensation of an employee. Inasmuch as you have the right to control my services and I am your
"special employee" for purposes of all applicable workers' compensation laws, the rights and remedies of
the undersigned and/or my heirs, executors, administrators, successors, and assigns shall be governed by
and limited to those provided under such workers' compensation statutes if I should suffer or incur any
injury, illness, disability or death arising out of or occurring in the course of my special employment
pursuant to the Agreement.
7. If Lender or its successors in interest should be dissolved or should otherwise cease to exist, or for
any reason should fail, refuse or neglect to perform, observe or comply with the terms, covenants and
conditions of the Agreement, I shall, at your election, be deemed to be employed directly by you for the
balance of the term of the Agreement upon the terms, covenants and conditions set forth therein.
8. If you serve Lender with any notices, demands or instruments relating to the Agreement or the
rendition of my services thereunder, such service upon Lender shall constitute service upon me.
Very truly yours,
_________________________________
ACTOR NAME
Execution Date: ____________________

Z: CONTRACTS – ACTOR - Certificate of Engagement
97
"FILM TITLE"
(Loanout)
CORPORATION FORMED FOR FILM, LLC ("Producer"), whose address is
_____________________________has engaged, pursuant to Actor’s Agreement Loanout dated as of
________ (the “Agreement”), ______, Inc. ("Employer"), a California corporation, Federal I.D.
#______whose address is __________________________to furnish the acting, labor and other
services of ____________ ("Employee"), Social Security # _________, in connection with the motion
picture presently entitled “TITLE” ("Picture").
For good and valuable consideration, receipt of which is hereby acknowledged, Employer and
Employee hereby acknowledge, certify and agree that all results and proceeds of every kind of services
heretofore and hereafter to be rendered by Employer and/or Employee in connection with the Picture,
including without limitation any performance by Employee and all ideas, suggestions, themes, plots,
stories, characterizations, dialogue, titles and other material, whether in writing or not in writing, at any
time heretofore or hereafter created or contributed by Employer and/or Employee which in any way
relate to the Picture or to the material on which the Picture will be based (collectively, "Material"), are
and shall be deemed to be works made for hire for Producer. Accordingly, Producer is and shall be
considered the author and, at all stages of completion, the sole and exclusive owner of the Material and
all right, title and interest therein ("Rights"). The Rights shall include without limitation all copyrights,
neighboring rights, trademarks and any and all other ownership and exploitation rights in the Material
now or hereafter recognized in any and all territories and jurisdictions including, by way of illustration,
production, reproduction, distribution, adaptation, performance, fixation, rental and lending rights,
exhibition, broadcast and all other rights of communication to the public, and the right to exploit the
Material throughout the universe in perpetuity in all media, markets and languages and in any manner
now known or hereafter devised, subject to any applicable restrictions and approvals as may be
specified in Employer and Employee's loanout agreement for the Picture. If under any applicable law
the Material is not deemed or otherwise considered a work made for hire, then to the fullest extent
allowable and for the full term of protection otherwise accorded to Employer and/or Employee under
such applicable law (including any and all renewals, extensions and revivals thereof), Employer and
Employee hereby assign and transfer to Producer the Rights and, in connection therewith, any and all
right, title and interest of Employer and/or Employee in the Picture and any other works now or
hereafter created containing the Material.
Employer and Employee hereby grant Producer the right to change, add to, take from, translate,
reformat or reprocess the Material in any manner Producer may in its sole discretion determine. To the
fullest extent allowable under any applicable law, Employer and Employee hereby irrevocably waive
or assign to Producer their so-called "moral rights" or "droit moral". Employer and Employee
expressly acknowledge that many parties will contribute to the Picture and other works that will
embody all or part of the Material. Accordingly, if under any applicable law the above waiver or
assignment by Employer or Employee of "moral rights" or "droit moral" is not effective, then
Employer and Employee agree to exercise such rights in a manner which recognizes the contribution
of and will not have a material adverse effect upon such other parties.

98
Producer, on the one hand, and Employer and Employee, on the other, acknowledge and agree
that the following sums are in consideration of, and constitute equitable remuneration for, the rental
right included in the Rights: (i) an agreed allocation to the rental right consistent with terms of the
applicable Screen Actors Guild Basic Agreement related to productions filmed pursuant to the Modified
Low Budget Scale of the fixed compensation and, if applicable, the contingent compensation payable
by Producer to Employer for Employee's services in connection with the Picture; (ii) any sums payable
to Employer or Employee with respect to the rental right under any applicable collective bargaining or
other industry-wide agreement; and (iii) any residuals payable to Employer or Employee under any
such collective bargaining or other industry-wide agreement with respect to home video exploitation
which are reasonably attributable to sale of home video devices for rental purposes in the territories or
jurisdictions where the rental right is recognized. If under the applicable law of any territory or
jurisdiction any additional or different form of compensation is required to satisfy the requirement of
equitable remuneration, then it is agreed that the grant to Producer of the rental right shall nevertheless
be fully effective, and Producer shall pay Employer or Employee such compensation or, if necessary,
the parties shall in good faith negotiate the amount and nature thereof in accordance with applicable
law.
Since Producer has already paid or agreed to pay Employer and Employee equitable
remuneration for the rental right, Employer and Employee hereby assign to Producer all compensation
for the rental right payable or which may become payable to Employer or Employee on account or in
the nature of a tax or levy, through a collecting society or otherwise. Employer and Employee shall
cooperate fully with Producer in the collection and payment to Producer of such compensation.
Further, since Producer has already paid or agreed to pay Employer and Employee full consideration
for all services rendered and rights granted by Employer and Employee hereunder, Employer and
Employee hereby assign to Producer all other compensation payable or which may become payable to
Employer or Employee on account or in the nature of a tax or levy, through a collecting society or
otherwise, under the applicable law of any territory or jurisdiction, including by way of illustration
only, so-called blank tape and similar levies. Employer and Employee shall cooperate fully with
Producer in connection with the collection and payment to Producer of all such compensation. The
terms of this paragraph shall apply in connection with services not covered by the applicable WGA,
DGA or SAG basic agreements.
Employer and Employee will upon request execute, acknowledge and deliver to Producer any
and all documents consistent herewith which Producer may reasonably deem necessary to evidence
and effectuate all or any of Producer's rights hereunder. Employer and Employee hereby irrevocably
appoint Producer as attorney-in-fact with full power to execute, acknowledge, deliver and record in the
U.S. Copyright Office or elsewhere any and all such documents Employer or Employee fail to execute,
acknowledge and deliver within 5 business days after Producer's request therefor and furnishing of
copies, unless a shorter period of time is reasonably required by Producer. The appointment shall be a
power coupled with an interest. Producer shall provide Employer with a copy of any such document
Producer executes on behalf of Employer and/or Employee, provided that a failure by Producer to send
such a copy shall not constitute a breach hereof.
Employer and Employee hereby grant to Producer the right to issue and authorize publicity
concerning Employee, and to use Employee's name, voice, likeness and biographical data in
connection with the distribution, exhibition, advertising and other exploitation of the Picture, subject to

99
any applicable restrictions and approvals as may be specified in Employer and Employee's loanout
agreement for the Picture.
Employer and Employee represent and warrant that: Employer and Employee are free to grant
all rights herein granted and to make all agreements made by Employer or Employee herein; neither
Employer nor Employee has made, and will not make, any grant or assignment which will conflict
with or impair the complete and quiet enjoyment of Producer's rights hereunder; Employer and
Employee are not subject to any conflicting obligations or any disability which will prevent or interfere
with the performance of Employee's services; and to the extent required by law and/or applicable
collective bargaining agreements Employee is a member in good standing of such labor organization
Employer and Employee further represent and warrant that: the Material (other than any
written material supplied by Producer to Employer or Employee or incorporated by Producer into any
Material written by Employee) is or will be original with Employee (or provided Employer or
Employee notifies Producer thereof, is in minor part in the public domain); any Material written by
Employee has not been copied in whole or in part from, or based on, any other work except that
submitted by Producer to Employer or Employee as a basis for the Material; the Material has not been
exploited in any manner and/or medium; the Material is not and will not be based in whole or in part
on the life of any real person except as approved in writing in advance by Producer; any Material
contributed in writing by Employee does not and will not infringe upon the copyright of any person or
entity, and any other Material contributed by Employee, to the best of Employer's and Employee's
knowledge (including that which they should have known in the exercise of reasonable prudence),
does not and will not infringe upon the copyright of any person or entity; and, to the best of Employer's
and Employee's knowledge (including that which they should have known in the exercise of reasonable
Employer and Employee further represent and warrant that: Employer is a bona fide
corporation duly organized and existing under the laws of the state of its incorporation; to the extent
required by law, Employer has workers' compensation insurance covering Employee and will maintain
the same at all times while Employee is rendering services hereunder; and that Employee is under an
exclusive contract of employment with Employer for a term extending at least until the completion of
all services required of Employee hereunder, which contract gives Employer the right to loan or
furnish the services of Employee to Producer.
Employer and Employee shall indemnify Producer against any and all liability, damages, costs
and expenses (including reasonable outside attorneys' fees and costs) in connection with any third party
claim or action arising out of the breach of any of their representations, warranties or agreements
herein. Producer shall indemnify and defend Employer and Employee against any and all liability,
damages, costs and expenses (including reasonable attorneys' fees and costs) in connection with any
third party claim or action (other than those arising out of a breach of Employer's or Employee's
representations, warranties or agreements hereunder or out of any criminal misconduct or malicious or
willful acts by Employer or Employee) in connection with Producer's development, production,
distribution or exploitation of the Material, Picture and/or any element thereof or therein.
Employer and Employee shall be covered as additional insureds by the errors and omissions
and general liability insurance policies for the Picture to the extent that Producer obtains and maintains

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such policies and shall be subject to the terms, conditions and restrictions of such policies and
Employer and Employee hereby covenant and agree that Employer and Employee shall not
have or be deemed to have any lien, charge or other encumbrance upon any of the rights conveyed to
Producer herein or proceeds derived therefrom, and that no act of or omission by Producer, nor any
other act, omission or event of any kind, shall terminate or otherwise adversely affect Producer's
ownership of the rights conveyed herein. Employer's and Employee's sole remedy for any breach or
alleged breach hereof by Producer shall be an action at law to recover such damages as may have been
actually suffered by them as a result thereof.
Without limiting the foregoing, Producer's obligation to engage any of Employee's services
with respect to the Picture is subject to the condition precedent of Producer acquiring all necessary
rights to the underlying property for the Picture.
The terms hereof are subject to the terms of the Agreement.
Executed as of ________________
______________, INC.
By: _________________________ __________________________
Its: ACTOR NAME ("Employee")
("Producer")
By: __________________________________
Its:

Aa: CONTRACTS - ACTOR - Standard Terms
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(ACTOR'S AGREEMENT – LOANOUT)
certain agreement ("Underlying Agreement"), dated as of _________, between CORP. FORMED FOR
FILM, LLC ("Company"), and _______, INC. (Fed.I.D.# _________) (“Lender”) for the acting, labor and
other services of _____________ ("Artist") in connection with the motion picture tentatively entitled
"TITLE" ("Picture"). These Standard Terms and the Underlying Agreement shall hereinafter be
collectively referred to as the "Agreement." Unless expressly provided to the contrary herein, (i) all terms
used herein shall have the same meaning as set forth in the Underlying Agreement and (ii) to the extent
that any provision of these Standard Terms conflicts with any provision of the Underlying Agreement, the
Underlying Agreement shall control. The term "Section(s)" refers to the numbered provisions of the
Underlying Agreement and the term "Paragraph(s)" refers to the numbered provisions of the Standard
Terms.
1. ARTIST'S SERVICES. Lender acknowledges and agrees that Artist's services on the Picture will be
rendered either alone or in cooperation with other persons in such manner as Company may reasonably
direct, under the instructions and in strict accordance with the reasonable controls and schedules
established by Company's authorized representatives and at the times, places and in the manner reasonably
required by said representatives. Such services shall be rendered in an artistic, conscientious, efficient and
punctual manner to Artist's best ability and with full regard to the careful, efficient, economical and
expeditious production of the Picture within the budget, shooting schedule and policies established by
Company, it being understood that Company's production of motion pictures involves matters of
discretion to be exercised by Company in respect to art and taste and Artist's services and the manner of
rendition thereof are to be governed by Company.
2. COMPANY'S OWNERSHIP RIGHTS; DROIT MORAL. Company hereby is and shall be the sole
and exclusive owner and is the sole author for all purposes (including, but not limited to, under the
Copyright laws of the United States), in perpetuity and throughout the universe, of all of the following
from the moment of their creation, at every stage of their development or completion: (i) all right, title
and interest in and to the Results and Proceeds (as defined below) of Lender’s and/or Artist's services
hereunder, all of which shall be a "work made for hire" for Company prepared within the scope of
Lender’s and/or Artist's employment and/or as a work specially ordered or commissioned for use as a part
of a motion picture or other audio-visual work; (ii) all right, title and interest in and to the Picture and the
material upon which it is based, including, but not limited to, the copyright in and to the Picture and any
renewals and extensions of such copyright and all moral rights of authors with respect thereto; (iii) all
distribution, exhibition, exploitation, allied, ancillary and/or subsidiary rights with respect to the Picture
and/or the Results and Proceeds in any and all media, whether now or hereafter known, including, without
imitation, theatrical, non-theatrical, pay-per-view, home video (including videocassettes, digital
videodiscs, laserdiscs and all other formats), all forms of television (including pay, free, network,
syndication, cable, satellite and digital), video-on-demand, and all forms of digital distribution and/or
transmission (including, without limitation, the internet); (iv) all other tangible and intangible rights of any

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nature relating to, and all proceeds and benefits of any nature derived from, the Picture and/or the Results
and Proceeds; and (v) all right, title and interest in and to the character portrayed by Artist in the Picture,
including, without limitation, the right to (a) utilize such character in sequels, remakes, television
programs and other productions without any obligation to Lender or Artist and/or (b) to merchandise or
otherwise exploit such character (without using Artist's name or identifiable likeness) with no obligation
to Lender or Artist. Without limiting the foregoing, in the event that any of the Results and Proceeds are
not deemed to be a "work made for hire" for Company, Lender and Artist hereby irrevocably and
exclusively assign to Company (or if any applicable law prohibits or limits such assignment, Lender and
Artist hereby irrevocably license to Company) all right, title and interest in and to such Results and
Proceeds (including all copyrights therein and thereto and all renewals and extensions thereof), and all
rights to exploit the same throughout the universe, in perpetuity, in any and all media, whether now known
or hereafter devised. Lender and Artist hereby waive any so-called "moral rights of authors" and "droit
moral" rights (and any similar or analogous rights under the applicable laws of any country of the world)
which Lender and/or Artist may have in connection with the Picture or the Results and Proceeds. Lender
and Artist further hereby irrevocably assign to Company (or if any applicable law prohibits or limits such
assignment, Lender and Artist hereby irrevocably license to Company), in perpetuity throughout the
universe, all of Lender’s and Artist's rights, if any, to authorize, prohibit and/or control the renting,
lending, fixation, reproduction and/or other exploitation of the Picture by any media and/or means now
known or hereafter devised as may be conferred upon Lender and/or Artist under applicable laws,
regulations or directives, including, without limitation, any so-called "Rental and Lending Rights"
pursuant to any European Union ("EU") directives and/or enabling or implementing legislation, laws or
regulations enacted by the member nations of the EU. As used herein, "Results and Proceeds" shall mean
all results and proceeds of Lender's engagement and Lender’s and Artist’s services under this Agreement
or otherwise relating to the Picture, including all themes, plot, characters, ideas and story contained therein
and all other related materials of any kind created by Lender or Artist during the period of Lender’s and
Artist's exclusive services hereunder and all so-called "moral rights of authors" or "droit moral" rights
(and/or any similar or analogous rights under any applicable law of any jurisdiction) with respect to any of
the foregoing, and the right to make such changes therein and/or uses thereof as Company shall from time
to time determine in its sole discretion, subject only to the terms and conditions of the Underlying
Agreement.
3. INJUNCTIVE RELIEF. Lender and Artist acknowledge and agree that the services to be rendered by
Lender and Artist hereunder are of a special, unique, unusual, extraordinary and intellectual character,
making them difficult to replace and giving them a peculiar value, the loss of which cannot be reasonably
compensated in damages in an action at law; that if Lender or Artist breaches any provision of this
Agreement, Company may be caused irreparable damage; and that, therefore, Company shall be entitled,
as a matter of right, at its election, to seek to enforce this Agreement and all of the provisions hereof by
injunction or other equitable relief.
4.1 Suspension.
4.1.1 Company's Suspension Rights. Lender’s engagement, Lender’s and Artist's
services, and the accrual of compensation hereunder shall be automatically suspended (unless Company
notifies Lender otherwise) during all periods when:

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A. Disability. Artist is unable to perform Artist's material obligations hereunder
by reason of mental or physical disability (including the death of Artist) ("Disability"). If any claim of
Disability is made by or on behalf of Artist, Company shall have the right to have Artist examined by such
physician(s) as Company may designate, with Artist's physician present (at Artist's sole cost) if Artist so
requests, provided that such physician does not unreasonably interfere with the examination conducted by
Company's physician;
B. Default. Lender or Artist fails, refuses or neglects to comply with Lender’s or
Artist's material obligations, respectively, hereunder or (directly or through any representative) states an
intention to do so ("Default"); provided, however, that if (y) such Default is inadvertent (i.e. not
intentional or repeated) and is by its nature reasonably curable and (z) allowing Lender or Artist to cure
such Default will not result in additional expense to Company, then on a one-time-only basis Lender and
Artist shall have a period of forty-eight (48) hours [reducible to twenty-four (24) hours during periods of
principal photography] from the date of notice from Company of such Default within which to cure the
first such Default; and/or
strike; lock-out or other labor controversy; riot; civil disturbance; act of public enemy; law, enactment,
rule, restraint, order or act of any governmental instrumentality or military authority; failure or inability to
obtain any necessary permit or license; failure of technical facilities; inability to obtain sufficient labor,
technical or other personnel (including, without limitation, cast or crew members); failure, delay or
reduction in transportation facilities or water, electricity or other public utilities; death, disability,
disfigurement (with respect to cast only), or inability to obtain health insurance for a principal member of
the cast, the director, any producer or key crew member or inability to obtain visas, labor permits or other
governmental licenses for any such persons (other than Artist); or any other cause not reasonably within
Company's control or which Company could not by reasonable diligence have avoided, Company is
hampered in the development or production of the Picture or Company's normal business operations
not suspend Artist's services due to an event of Force Majeure unless the services of all principal cast
members have also been suspended (exclusive of any person whose suspension might cause Company
to lose rights in the material on which the Picture is based).
such Force Majeure, Disability or Default, and (unless Company gives Lender notice to the contrary) such
postponement shall not be deemed a suspension of this Agreement, Lender’s engagement, or Lender’s or
Artist's services hereunder; provided, however, that Company may reduce the period of postponement in
its own discretion upon notice thereof to Lender. Any suspension shall be for the duration of any such
Force Majeure, Disability or Default plus such reasonable period of time as may be deemed necessary by
Company to commence or recommence development or production of the Picture (not to exceed two (2)
weeks) and, unless Company notifies Lender in writing to the contrary, Lender’s engagement and
Lender’s and Artist's services hereunder shall be automatically extended by such number of days as equal
the total number of days of such suspension. A suspension hereunder shall not relieve Lender or Artist of
any of Lender’s or Artist's obligations to perform hereunder. During any suspension, Artist shall not
render any services for others, for Lender, or for himself/herself in the field of entertainment, except that
during a suspension predicated on Force Majeure, Artist may render such other services, provided that any
and all commitments for such services are subordinate to the obligations of Lender and Artist hereunder,

104
including Artist's obligation to resume rendering services to Company promptly upon termination of the
suspension. If Company terminates any Force Majeure suspension hereunder, Company may not
thereafter re-suspend Lender’s engagement and Lender’s and Artist's services based upon the same
continuous event of Force Majeure. Payment of any compensation accrued and unpaid prior to the
suspension shall be subject to all of Company's rights and remedies (including the right of offset) for
Lender’s and/or Artist's Default.
4.2 Termination.
A. Lender's Termination Right. If a suspension predicated on Force Majeure
(excluding a strike by a guild or union of which Artist is a member ["Own-Union Strike"]) continues for
six (6) or more consecutive weeks or for an aggregate of eight (8) or more weeks, Lender may give
Company written notice of Lender's desire to terminate this Agreement, and unless Company terminates
such suspension within seven (7) business days after its receipt of such notice and resumes payment to
Lender pursuant to this Agreement (which shall resume the running of the Minimum Employment Period
under the Agreement), this Agreement shall terminate.
Lender’s engagement and Lender’s and Artist's services upon the occurrence of any of the following by
delivering written notice to Artist:
(i) Artist's Disability continuing for either three (3) days during Artist's
rendition of Pre-Production Services or services in connection with the principal photography of the
Picture or at any other time, seven (7) or more consecutive days or an aggregate of fourteen (14) or more
days at any other time;
(ii) Default (subject to Lender’s and Artist’s right to cure, if applicable, as
provided above);
or (bb) occurs after the Start Date and continues for six (6) or more consecutive weeks or for an aggregate
of eight (8) or more weeks (such period to be reduced to two (2) weeks during Artist's rendition of Pre-
Production Services and services in connection with the principal photography of the Picture); or (cc)
arises from an Own-Union Strike; or (dd) affects development and/or production in a manner incapable of
being corrected within the foregoing time periods; or (ee) has an impact that, at the time of onset, can
reasonably be expected to continue for not less than two weeks. Notwithstanding the foregoing, Company
shall not terminate Artist’s services due to an event of Force Majeure unless the services of all other
principal cast members have also been terminated (exclusive of any person whose termination might
cause Company to lose rights in the material on which the Picture is based); or
(iv) Any event or contingency expressly provided for in this Agreement in
accordance with the terms thereof.
4.2.2 Effect of Termination. If Lender or Company terminates this Agreement in accordance with
the provisions of this Paragraph 4, Company shall be released and discharged from any liability or

105
obligation whatsoever to Lender and Artist hereunder; provided, however, that if Company terminates this
Agreement pursuant to this Paragraph 4 for any reason other than Lender’s or Artist's Default, Lender
shall be entitled to receive that portion of the Fixed Compensation that has theretofore accrued and
become payable to Lender pursuant to the Agreement for services rendered by Artist prior to the date of
such termination, (b) if Artist appears recognizably in the Role in the Picture as initially released to the
general public, Lender also shall be entitled to the vested portion of the Contingent Compensation, if
any, that becomes payable pursuant to the terms of this Agreement (which vested portion shall equal the
proportion that the Fixed Compensation actually earned prior to such termination bears to the total Fixed
Compensation set forth in this Agreement), (c) if Artist appears recognizably in the Role in the Picture
as initially released to the general public, Artist also shall be entitled to receive credit in accordance
with the terms of this Agreement, and (d) the insurance and indemnity provisions contained in this
Agreement shall survive any such termination.
Default or breach of this Agreement unless Lender shall first notify Company in writing setting forth such
alleged breach or Default and Company shall not cure the same within thirty (30) days (which period
shall be reduced to five (5) business days if such alleged breach or Default concerns a payment which
has become due and payable to Lender and neither the accrual of such payment, nor the amount of
such payment, is in dispute) after receipt of such notice.
4.4 Other Agreements. Any breach or Default by Lender or Artist of any other agreement
between Company and Lender or Artist for Artist's services in connection with the Picture ("Other
Services Agreements") shall constitute a breach or a Default by Lender and Artist under this Agreement.
Any breach or Default by Lender or Artist under this Agreement shall constitute a breach or Default by
Lender and Artist under the Other Services Agreements. No breach or Default by Lender or Artist under
this Agreement or under the Other Services Agreement shall affect Company's acquisition of rights in
connection with the Picture (or any material upon which the Picture is based or which is incorporated
therein) pursuant to any rights agreement with Lender, Artist or any other third parties.
delivery, telecopy/facsimile or by federal mail (postage prepaid), and shall be deemed given hereunder on
the date personally delivered or telecopied, or the date two (2) business days after the date mailed if
mailed in the United States, and five (5) business days after the date mailed if mailed outside of the United
States. Until further notice, the addresses of the parties shall be as follows:
5.1 For Lender, as indicated in the Underlying Agreement.
5.2 For Company:
Corp. Formed For Film, LLC
Address
Fax No.: (__________
With a simultaneous courtesy copy to:
Production Attorney
Address
Fax No____________

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Attn.: ____________
6. REPRESENTATIONS AND WARRANTIES. Lender and Artist represent and warrant that:
6.1 Authority and Non-Interference. Lender is free to enter into this Agreement and to furnish
Artist’s services in connection with this Agreement; Artist has the right to render services in accordance
with the terms and conditions hereof; Lender is obligated to pay Artist at least the applicable annual
guarantee required under Section 3423 of the California Civil Code (or the analogous provisions of any
other applicable State’s civil code); neither Lender nor Artist is subject to any obligation or disability of
which they are aware which would materially interfere with or prevent the full performance by Lender or
Artist of Artist's services hereunder; and neither Lender nor Artist has done, nor will Lender or Artist do,
any act, and neither Lender nor Artist has made, nor will Lender or Artist make, any grant or assignment,
which will or might materially interfere with the complete enjoyment of the rights and privileges herein
granted to Company.
prepared, submitted or interpolated by Artist in connection with the Picture or its preparation or
production, shall be wholly original with Artist and shall not be copied in whole or in part from any other
work, except that material submitted to Lender or Artist by Company for inclusion in and included in the
Picture.
7. INDEMNITY. Lender and Artist shall indemnify and hold Company, its parents, affiliates,
subsidiaries, employees, directors, officers, agents, successors, assigns and licensees, and each of them,
harmless from and against any and all liabilities, judgments, claims, demands, damages, penalties, interest,
costs and expenses of every kind whatsoever (including, without limitation, reasonable outside attorneys'
and outside accountants' fees and disbursements) (collectively, "Expenses") suffered or incurred by
Company, the aforementioned parties and/or any of them, arising out of or resulting from any Default by
Lender and/or Artist, or any breach by Lender and/or Artist of their respective representations, warranties,
undertakings and/or agreements hereunder and/or resulting from Lender’s and/or Artist’s intentionally
tortious or grossly negligent conduct. Company shall defend (selecting its own counsel), indemnify and
hold Lender and Artist harmless from and against any and all Expenses suffered or incurred by Lender
and/or Artist, arising out of or by reason of or resulting from any third party claim based upon material
submitted by Company to Lender or Artist for inclusion in and included in the Picture and/or by reason of
any third party claim arising out of Company's production, distribution and/or exploitation of the Picture
or any ancillary rights therein; provided, however, that the foregoing indemnification shall not apply to
any Expenses or third party claims arising out of or resulting from Lender’s or Artist's intentionally
tortious or grossly negligent conduct or from any breach of Lender’s and/or Artist's covenants,
representations or warranties hereunder. Notwithstanding the preceding sentence, in connection with any
claim arising out of the production, distribution, or exploitation of the Picture which alleges that material
contained in the Picture constitutes a breach by Lender or Artist of Lender’s and/or Artist’s
representations and warranties hereunder (hereinafter, "Claim"), Company shall defend Lender and Artist
against any such Claim provided that Lender and Artist cooperate fully with Company in connection with
the defense thereof and subject to the following: (i) Company shall control the defense of any such Claim
and shall have the right to dispose of and/or settle such Claim as Company deems appropriate, and (ii)
Company shall reserve all rights, both in equity and at law, against Lender and Artist (including the right
to recover any Expenses incurred by Company in connection with the defense, settlement or other
disposition of any such Claim) to the extent such Claim arises out of a breach by Lender or Artist of

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Lender’s and/or Artist’s representations and warranties hereunder. With respect to any action brought by
Company against Lender or Artist pursuant to subparagraph (ii) above, such action will be deemed to
accrue on the date on which Company requests that Lender or Artist reimburse Company for Company's
Expenses incurred in defending a Claim following a final disposition thereof. Nothing contained in this
Paragraph shall affect the computation of Lender’s Contingent Compensation, if any, in connection with
the Picture or limit in any respect the amounts deductible by Company as distribution expenses, costs of
production or otherwise in computing such participation.
8. COMMITMENTS TO OTHERS. Lender and Artist shall not have the right or authority to, and shall
not, (i) employ any person in any capacity, (ii) contract for the purchase or rental of any article or material,
or (iii) make any commitment, agreement or obligation whereby Company shall be required to pay any
monies or other consideration, without Company's prior written consent in each instance.
9. RIGHT TO WITHHOLD. Company shall have the right to deduct and withhold from any sums
payable to Lender hereunder (i) any amounts required to be deducted and withheld by Company pursuant
to any present or future law, ordinance or regulation of the United States or of any state thereof or any
subdivision of any state thereof, or of any other country, including, without limitation, any country
wherein Artist performs any services hereunder, or pursuant to any present or future rule or regulation of
any union or guild (if any) having jurisdiction over the services to be performed by Artist hereunder; and
(ii) any expenses, including union or guild dues or other fees paid by Company on Lender’s and/or Artist's
behalf.
10. INSURANCE.
Company's expense, life, health, accident, cast or other insurance covering Artist, in any amount Company
deems necessary to protect Company's interest hereunder. Neither Lender nor Artist shall have any right,
title or interest in or to such insurance. Artist shall assist Company in obtaining such insurance by
submitting to usual and customary medical and other examinations, and by signing such applications,
statements and other instruments as may be reasonably required by any insurance company. Artist may
have Artist's own physician present at any such examination at Artist’s own expense. In the event
Artist fails or is unable to qualify for such insurance at customary rates and subject only to customary
exclusions and deductible amounts (if any), Company shall have the right to terminate this Agreement;
provided, however, that Company shall not exercise such termination right if Artist promptly pays the
excess over the normal cast insurance policy premium, but only if: (i) the condition to Artist's
insurability thereunder is a single money payment of excess premium and not a policy exclusion or any
other condition related to the production of the Picture, and (ii) Company, in Company's reasonable
judgment, believes that the cause of the premium increase does not constitute a substantial risk to the
timely completion of the Picture. During the term of this Agreement, Artist shall not travel on any
chartered or unscheduled airline or plane, unless requested to do so by Company, or engage in any
conduct prohibited by any policy of insurance obtained by Company in accordance with this Agreement.
10.2 Company's Insurance Obligations. Lender and Artist shall be covered on Company's
errors and omissions insurance policy for the Picture, subject to the restrictions, limitations, terms and
exclusions of said policy. In addition, Lender and Artist shall, as and to the extent Artist is deemed an
employee of Company, be covered on Company's general liability insurance policy for the Picture in
connection with Artist's services under this Agreement and/or the Picture, subject to the restrictions,

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limitations, terms and exclusions of said policy. The foregoing shall not be construed so as to limit or
otherwise affect any obligation, representation, warranty or agreement of Lender or Artist or so as to
require Company to obtain and/or maintain any such insurance policies.
11. SAG AGREEMENT AND MEMBERSHIP. To the extent that any provision of this Agreement
conflicts with the mandatory provisions of the applicable Screen Actors Guild Basic Agreement related to
productions filmed pursuant to the Modified Low Budget Scale ("SAG Agreement"), the provisions of the
SAG Agreement shall prevail; provided, however, that in such event the Agreement shall be limited only
to the extent necessary to permit compliance with the minimum mandatory terms and conditions of the
SAG Agreement, and Company shall be entitled to the maximum benefits and shall be deemed to have the
maximum rights provided in the SAG Agreement and any other applicable collective bargaining
agreement. To the extent and during such periods as it may be lawful for Company to require Artist to do
so hereunder, Artist is or shall become and remain a member in good standing of SAG or otherwise
eligible to perform services pursuant to the SAG Agreement and/or applicable laws. If Lender fails to be
or remain a signatory, or if Artist fails, neglects or refuses to become and remain a member in good
standing of SAG (or otherwise eligible to perform services pursuant to the SAG Agreement), Company
shall have the right, at Company's sole election (in addition to the exercise of Company's other rights and
remedies hereunder), to terminate this Agreement, or to pay on Lender’s and/or Artist's behalf any
required dues, fees or other payments to SAG to qualify Artist as a member in good standing (or to qualify
Artist to be eligible to perform services pursuant to the SAG Agreement) and to deduct the amounts so
paid by Company from any compensation otherwise payable to Lender hereunder. If the SAG Agreement
requires the payment of compensation to Artist in addition to that provided for in this Agreement
(including, without limitation, residuals), such additional compensation shall be paid at the minimum
applicable rates specified in the SAG Agreement, and shall be based, where permitted by the SAG
Agreement, upon the minimum applicable compensation (including, without limitation, contingent
compensation), payable thereunder, and Company shall be entitled to credit and apply, or treat as an
advance, any and all sums paid or payable under this Agreement against such additional compensation,
and vice versa, to the full extent, if at all, permitted under the SAG Agreement. Lender and Artist shall
cooperate with Company in requesting any waiver of the provisions of the SAG Agreement in connection
with the Agreement. Without limiting the foregoing, the Fixed Compensation payable to Lender
hereunder shall include compensation for rehearsal time, travel time and intervening time.
12. COMPANY PAYMENTS. Company shall pay directly to the Screen Actors Guild Pension and
Health and Welfare Plans on Lender’s behalf all applicable pension and welfare contributions based on
the consideration paid to Lender pursuant to Section 4.1 (and, if and to the extent applicable, Section 4.2)
for Artist’s services hereunder, provided that in no event shall any such contribution exceed any amount(s)
which Company would have been required to pay had Artist been employed directly by Company.
13. GENERAL CREDIT TERMS. All references in this Agreement to the title of the Picture shall be
deemed to mean the "regular" title unless reference is specifically made to the "artwork" title. With
respect to any obligation to accord credit in Paid Ads, if the title of the Picture or the name(s) of one or
more other person(s) engaged in connection with the Picture is used more than once in such Paid Ads,
e.g., a so-called "regular" use and a so-called "artwork" use (such as, for example, the weaving of the title
and/or name(s) as part of the background of the advertisement, or a display use or a fanciful use), the
references herein to the title of the Picture and/or the name(s) of any person shall be to the so-called
"regular" use of the title or the name(s) as distinguished from the "artwork" use of the title or the name(s).
All references to "size" however stated, whether as a percentage or otherwise, shall mean height, width

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and thickness of the lettering used in the credit. Subject to Artist's right under the applicable collective
bargaining agreement (if any), Artist shall be entitled to the credit provided in the Underlying Agreement
only if Lender and Artist are not in Default and Artist appears recognizably in the Role in the Picture as
released to the general public.
14. MISCELLANEOUS.
14.1 Governing Law. THE INTERNAL SUBSTANTIVE LAWS (AS DISTINGUISHED
FROM THE CHOICE OF LAW RULES) OF CALIFORNIA APPLICABLE TO CONTRACTS MADE
AND PERFORMED ENTIRELY IN CALIFORNIA SHALL GOVERN (i) THE VALIDITY AND
INTERPRETATION OF THIS AGREEMENT, (ii) THE PERFORMANCE BY THE PARTIES OF
THEIR RESPECTIVE OBLIGATIONS HEREUNDER, AND (iii) ALL OTHER CAUSES OF ACTION
(WHETHER SOUNDING IN CONTRACT OR IN TORT) ARISING OUT OF OR RELATING TO
THIS AGREEMENT (OR LENDER’S ENGAGEMENT AND/OR LENDER’S AND/OR ARTIST’S
SERVICES HEREUNDER) OR THE TERMINATION OF THIS AGREEMENT (OR OF LENDER’S
ENGAGEMENT AND/OR LENDER’S AND/OR ARTIST’S SERVICES).
14.3 Non-Waiver; Effect of Termination; Entire Agreement; Severability. No waiver by Lender,
Artist or Company of any failure by any other to keep or perform any covenant or condition of this
Agreement shall constitute a waiver of any preceding or succeeding breach of the same or any other
covenant or condition. Neither the expiration nor the termination of this Agreement for any reason
whatsoever shall affect the rights granted hereunder by Lender and/or Artist or Company's ownership
thereof, and the representations and warranties of Lender and/or Artist hereunder shall survive any such
expiration or termination. This Agreement constitutes the entire agreement between Company and Lender
with respect to the subject matter hereof and may only be amended by a written instrument executed by
the party to be charged. If one or more provisions of this Agreement are held to be illegal or
unenforceable under applicable law, such illegal or unenforceable portion(s) shall be limited or excluded
from this Agreement to the minimum extent required and the remaining portions of this Agreement shall
be interpreted as if such portion(s) were so limited or excluded and shall be enforceable in accordance
with its terms.
14.4 Visas and Labor Permits. Lender shall cause Artist to cooperate with Company and assist
Company in securing such visas and labor permits as may be required by any governmental agency in
connection with Artist's rendition of services hereunder. If, in spite of such cooperation and assistance,
Company is unable to secure such visas and labor permits within a reasonable time period prior to the
Start Date, Company shall have the right to suspend Lender’s engagement and Lender’s and/or Artist's
services hereunder until a final determination concerning such visa or labor permit is made by the
applicable authority, and Company shall have the right to terminate this Agreement, Lender’s engagement
and Artist's employment hereunder if such visas and labor permits cannot be secured.

110
law, any damages arising out of any breach of this Agreement by Lender or Artist and may institute and
maintain subsequent actions for additional damages which may arise from the same or other breaches.
The commencement or maintaining of any such action or actions by Company shall not constitute an
election on Company's part to terminate this Agreement nor constitute or result in the termination of
Lender’s engagement or Lender’s and/or Artist's services hereunder unless Company shall expressly so
elect by written notice to Lender. The pursuit by Company of any remedy under this Agreement or
otherwise shall not be deemed a waiver of any other or different remedy which may be available under
this Agreement or otherwise, either at law or in equity.
14.6 Artist's Remedies. The rights and remedies of Lender and Artist in the event of any breach
by Company of this Agreement or any of Company's obligations hereunder shall be limited to Lender’s
and/or Artist's right to recover damages, if any, in action at law, and Lender and Artist each hereby waives
any right or remedy in equity, including without limitation any right to terminate or rescind this
Agreement or Company's ownership of the Picture or the Results and Proceeds or any other right granted
to Company hereunder and/or to seek injunctive or other equitable relief with respect to any breach of
Company's obligations hereunder and/or to enjoin or restrain or otherwise impair in any manner the
production, distribution, exhibition or other exploitation of the Picture, or any parts or elements thereof, or
the use, publication or dissemination of any advertising in connection therewith.
the payment of such reduced compensation shall be deemed to constitute full performance by Company of
its obligations respecting the payment of compensation hereunder. The balance of such compensation, if
any, shall be paid if and when, if ever, such law, governmental order or regulation is lifted or removed.
14.9 Assignment. Company shall be free to assign this Agreement and its rights hereunder, and to
delegate its duties, obligations and liabilities hereunder, at any time and from time to time, in whole or in
part, to any person or entity and upon such assignment Company shall be released and discharged of and
from any and all of its duties, obligations and liabilities hereunder if such assignment is to: (i) a person or
entity into which Company merges or is consolidated or (ii) a person or entity which acquires all or
substantially all of Company's business and assets or (iii) a person or entity which is controlled by, under
common control with, or controls Company or (iv) any major or "mini-major" motion picture company,
United States television network or (v) other financially responsible party and the party in (i) – (v)
assumes in writing the performance and obligations of Company hereunder to be performed from and
after such assignment. Lender may not assign this Agreement or Lender’s or Artist's rights hereunder, or
delegate Lender’s or Artist's duties under this Agreement in whole or in part.

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15. SPECIAL/GENERAL EMPLOYER. Notwithstanding that Lender is furnishing Artist’s services to
Company hereunder, it is acknowledged that for the purposes of any applicable Workers’ Compensation
statutes, an employment relationship exists between Company and Artist, Company being Artist’s special
employer hereunder and Lender being Artist’s general employer (as the terms “special employer” and
“general employer” are understood for purposes of Workers’ Compensation statutes) and that as between
Lender and Company, Company shall have the exclusive right to direct and control the performance of
Artist’s services hereunder. It is agreed that the rights and remedies, if any, of Artist and/or Artist’s heirs,
executors, administrators, successors and assigns against Company and/or Company’s agents and/or
employees by reason of injury, illness, disability or death arising out of and occurring in the course of this
employment shall be governed by and limited to those provided under such Workers’ Compensation
statutes and neither Company, nor Company’s agents or employees, shall have any other obligation or
liability by reason of any such injury, illness, disability or death. If the applicability of any Workers’
Compensation statute to the engagement of Artist’s services hereunder is dependent upon (or may be
affected by) an election on the part of Lender, Artist and/or Company, such election is hereby made in
favor of such application. Nothing contained in this section shall be deemed to waive the provisions of
California Labor Code Section 3601 (or the analogous provisions of any other applicable State’s labor
code), and where reference is made in the section to Worker’s Compensation statutes, it shall be deemed
to include Section 3601 (or the analogous provisions of any other applicable State’s labor code). Except
as otherwise provided by law or herein, Artist shall receive no less or more favorable benefits under the
Workers’ Compensation statute than Artist would have received had Artist been employed directly by
Company.
16. FURTHER INSTRUMENTS. Lender and Artist shall duly execute, acknowledge and deliver to
Company or cause to be executed, acknowledged and delivered to Company, any and all assignments or
instruments consistent with this Agreement which Company may reasonably deem necessary to carry out
and effectuate the purposes and intent of this Agreement, including, without limitation, separate
assignments of any rights granted by Lender or Artist in this Agreement. In the event Lender or Artist
fails to execute any such instrument within 5 business days after Company’s written request therefore,
unless a shorter period of time is reasonably required by Company, Lender and Artist hereby irrevocably
appoint Company as Lender’s and Artist's attorney-in-fact, which appointment shall be deemed a power
coupled with an interest, with full rights of substitution and delegation, to execute, acknowledge and
deliver any such instruments in Lender’s and Artist's name and on Lender’s Artist's behalf. Company
agrees to provide Lender or Artist (as applicable) with a courtesy copy of any such document that
Company executes on behalf of Lender or Artist, provided that a failure to do so shall not constitute a
breach of this Agreement.

Bb – CONTRACTS – DIRECTOR - Development Deal
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Agency Name
Address
Re:
Dear_____________:
1. Below is ___________________ (“Producer”) offer to your client, ______________for his
supervisory and directing services in connection with the motion picture “_______________”
(“Picture”). This offer is expressly subject to our completion of financing for the Picture (and
other usual related contingencies to be spelled out elsewhere) and further subject to approval
of ____________as the director of the Picture by the lead cast members playing the roles of
“_____________________” (“the Leads”):
a. Fixed Compensation: Subject to satisfaction of the conditions set forth above and upon
our election to proceed to production, if ever, we will engage _______________services as the director
of the Picture for a flat fee of One Hundred Twenty-Five Thousand Dollars ($125,000), for all
supervisory and directing services for the Picture which amount shall be payable on a 20/60/10/10
schedule.
b. Kill Fee: If Mr. ____________is approved by the Leads as the director of the Picture
and the Leads have entered into binding agreements with Producer for their acting services and
subsequently either of the Leads drop out of the Picture and we thereafter enter into binding
agreements with replacement cast for the Leads (or either of them) who do not approve Mr.
_____________as director, and provided Mr. ____________does not actually direct the Picture, we
will pay Mr. ______________a fee of $25,000 upon commencement of principal photography of the
Picture, if ever.
c. Start Date: To be determined.
d. Credit: Per DGA as though applicable, which it is not.
e. Consultation: Meaningful consultation over key creative issues, i.e., script, cast,
budget, locations and key department heads.
If we can reach agreement on basic terms, then I propose we negotiate out further provisions
that are customary of your client’s stature for pictures of this type, such as travel, accommodations, per
diem, premieres, etc.
I am looking forward to your response.
Very truly yours,

Cc – CONTRACTS - DIRECTOR-Principal Terms
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DIRECTOR LOANOUT AGREEMENT
PRINCIPAL TERMS
THIS DIRECTOR LOANOUT AGREEMENT is made and entered into as of ________________, by
and between COMPANY FORMED FOR FILM, LLC (“Company”) located at ___________________
and Loan Out Company(“Lender”) f/s/o ARTIST NAME (“Director”) located at
_______________________, in connection with the feature-length theatrical motion picture presently
entitled “Touched” (the “Picture”).
These PRINCIPAL TERMS (“Principal Terms”) together with the STANDARD TERMS AND
CONDITIONS (“Standard Terms”) and any EXHIBITS (“Exhibits”) attached hereto and incorporated
herein by this reference, comprise the agreement of the parties with respect to the subject matter
hereof (collectively these Principal Terms, the Standard Terms and Exhibits are the “Agreement”).
1. ENGAGEMENT OF DIRECTOR. Company hereby engages Lender to provide the services of
Director, and Lender and Director accepts such engagement, to direct the Picture, subject to the
reasonable instructions and control of Company in all matters including without limitation, matters of
artistic taste and judgment. Subject to the other provisions hereof, Director shall become “pay or play”
for the compensation payable therefor pursuant to paragraph 3.1 below at such time, if ever, as
Company has: (i) approved the budget for the Picture (Company acknowledges this condition
precedent as satisfied); (ii) obtained a binding agreement for the lead actor’s services on the Picture;
(iii) received executed copies of this Agreement and the Screenplay Purchase Deal Memorandum
dated as of ______________ between the parties; (iv) been provided with all documents which may be
required by any governmental agency or otherwise for Director to render services hereunder, including,
without limitation, an INS Form I-9 (Employment Eligibility Verification Form), completed to Company’s
satisfaction, together with Lender’s and/or Director’s submission to Company of original documents
establishing Director’s employment eligibility; (v) received chain-of-title documents (in form and
substance satisfactory to Company) conveying to Company all right, title and interest in and to all
materials upon which the Picture is based; (vi) received all forms and documents necessary to enable
Company to effect payment to Lender, including tax and corporation identification forms, including,
without limitation, if applicable, California Form 590 if Lender is incorporated outside the State of
California, and any other tax and corporation identification forms; and (vii) closed all required financing
arrangements for the Picture. Company may waive the pre-conditions set forth in sub-clauses (i)
through (vii) of this paragraph 1 and make Director “pay or play” at Company’s sole discretion.
Furthermore, Company agrees that with respect to creative issues, Director is “pay and play” for the
first two (2) weeks of principal photography, but nothing in this sentence shall be deemed to limit
Company’s right to suspend or terminate Director for material default not primarily related to creative
matters, as set forth in paragraph 10 of the Standard Terms.
2. SERVICES OF DIRECTOR.
2.1 Director shall render such services to Company as Company may reasonably request
and as are customarily performed by directors in connection with theatrical motion pictures. Director’s
services shall commence on such date as Company shall reasonably designate, after consultation
with Director, as the starting date for such services (the “Starting Date”) and shall continue through
principal photography, until the completion of all of Director’s services to be performed hereunder,
including, without limitation, the complete delivery of the Director’s Cut of the Picture. Director’s
services shall consist of such time as set forth in more detail in paragraph 7, below (the “Guaranteed
Period”). Company may delay the start of pre-production or principal photography by no more than

114
two (2) weeks upon reasonable prior notice to Director. Director shall render pre-production and
production services hereunder on an exclusive basis commencing as of the Starting Date, continuing
through completion of principal photography, and until the delivery of the Director’s Cut. Provided that
Company acknowledges Director has other projects in development and that it shall not be a breach
of Director’s exclusivity if Director has telephone conversations or during Director’s own time between
wrap and call Director engages in other development activities during the exclusive period, provided
such conversations and activities do not interfere with the rendition of Director’s services hereunder.
During the post-production period after delivery of the Director’s Cut, Director’s services shall be
rendered on a “first call” but non-exclusive basis, provided that any services performed for any third
party shall not materially interfere with the services required hereunder.
2.2 Without limiting the generality of the foregoing paragraph 2.1, Director agrees to use
Director’s best efforts to ensure that:
(i) The Picture will be produced in accordance with the production budget,
production schedule and screenplay materially approved by Company. There shall be no change of
or deviation from any such element without Company’s prior written consent, other than such minor
changes in the approved screenplay required by the exigencies of production but which will not alter
the theme, story line or structure of the screenplay or the characterizations contained therein;
however, Company agrees to consult with Director in good faith regarding any changes, with
Company’s decision in all matters of impasse controlling. As of the date hereof, Company pre-
approves the screenplay dated _________________.
(ii) The Picture will be delivered within the time period specified in the approved
post-production schedule, tune being of the essence.
(iii) The Picture, when delivered, will be capable of receiving an MPAA rating not
more restrictive than “R.”
(iv) The Picture will be photographed in color and will have a running time of not
less than ninety (90) minutes nor more than one hundred ten (110) minutes, inclusive of main and end
titles.
(v) The Picture will be produced in accordance with all applicable collective
bargaining agreements and laws, statutes, ordinances, rules, regulations and requirements of all
governmental agencies and regulatory bodies, both domestic and foreign, having jurisdiction with
respect to the production thereof.
2.3 Director shall not have the right to make or authorize any commitment for services,
rights, facilities or materials, and shall not license, record, or use any music, for the Picture without
Company’s written approval in each case and all such services, rights, facilities, materials and music
shall be contracted for solely by Company (or its designee) in Company’s (or its designee’s) name.
2.4 Director shall cause to be prepared such additional scenes (“cover shots”) as are
necessary to render the Picture suitable for television exhibition under the existing standards and
practices of United States television networks arid foreign distribution in accordance with customary
distribution industry practices.
2.5 Director’s mutual approvals with Company with respect to the Screenplay and
meaningful consultation rights with respect to the Budget and Production Schedule are set forth in
detail and subject to the provisions of paragraph 7, below.

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3. COMPENSATION. Provided neither Lender nor Director is in material breach hereof and
subject to Company’s rights as set forth herein, Lender shall be entitled to and agrees to accept, as
full and complete consideration for all services rendered, rights granted, and representations,
warranties, and agreements made by Lender and Director hereunder, the following:
3.1 Basic Compensation. The sum (“Basic Compensation”) of ______________Dollars
($__________), covering all services required of Director during the Guaranteed Period, all of which
shall be payable on a deferred pro-rata and pari passu basis consistent with the deferred producer fee
payments made to producers _____________ (“Last Names”) in connection with the Picture after
recoupment of all costs, including but not limited to financing, production and distribution costs
associated with the Picture.
3.2 Contingent Compensation. In addition to the Basic Compensation set forth above and
provided neither Lender nor Director is in material breach hereof, Lender shall be entitled to receive a
profit participation in an amount equal to one-third (1/3) of 50% of Company’s Net Profits derived from
the exploitation of the Picture, to be defined, accounted for and paid in accordance with Company’s
standard definition thereof, subject to good faith negotiations, provided that “Net Profits” hereunder
shall be defined, accounted for and paid no less favorably with respect to Owner than with respect to
NexTV and Taylor in connection with the Picture. Such Contingent Compensation shall be paid, if at
all, on a pro-rata and pari passu basis with NexTV and Taylor and shall be reduced proportionally
among the three for any applicable Contingent Compensation necessitated to be paid to above-the-
line talent.
3.3 Deductions. Company shall have the right to deduct and withhold from the
compensation and expenses payable hereunder: (i) should Company pay Lender in respect of any
period of suspension under the provisions of this Agreement, an equivalent amount from any
compensation thereafter accruing hereunder; and (ii) all amounts which Company is advised by
counsel are required to be deducted and withheld by Company pursuant to any applicable present or
future law or governmental rule or regulation requiring such withholding or deduction.
4. CREDIT.
4.1 Subject to Director’s complete performance of all of Director’s material obligations
hereunder, Company agrees that if the Picture is substantially completed under the direction of
Director in accordance with the provisions of the Director’s Guild of America (“DGA”) Basic
Agreement (the “DGA Basic Agreement”), notwithstanding that Director is not a member of the DGA,
Company is not a DGA signatory, and the DGA does not have jurisdiction over the Picture, Director
shall be accorded “Directed By” screen credit on all positive prints of the Picture on a single card in
last position of the main title credits upon which no other material shall appear, and a “Film By” credit
on-screen, above the title of the Picture, on a separate card, upon which no other material shall
appear. Director shall also be accorded the abovesaid credits in all paid ads in the same form,
position and prominence as abovesaid issued or prepared by Company or its assignee or designee
subject to all exclusions contained in the DGA Basic Agreement; provided, however, if the writer or
any producer (other than the individual who is the subject of excluded ad) receives credit in an
excluded ad, Director will also receive Director’s credits in such ad. Company shall use reasonable
efforts to cause any material failure to perform of such credit obligations to be prospectively cured
after written notice from Director. Company shall use reasonable efforts to contractually obligate third
party licensees to comply with the credit provisions hereof; however a third party breach of the credit
provisions hereof shall not constitute a breach of this Agreement by Company.
4.2 Director’s credits shall be favored nations with all individuals rendering services on the
Picture with regards to size, typeface and duration. Without limitation, Director’s on-screen credits

116
shall not be less than 75% of the size of the Picture’s regular title and Director’s paid ad credits shall
not be less than 50% of the size of the Picture’s regular title. Except as specifically set forth above, all
other aspects of Director’s credit (including, without limitation, the mode, manner, placement, size,
duration and position) shall be determined by Company in its sole discretion, subject to any applicable
minimum terms and conditions of the DGA Basic Agreement.
4.3 No casual or inadvertent failure of Company or of any third party to comply with the
provisions of the credit provisions hereof shall constitute a breach of this Agreement by Company.
5. TRAVEL AND EXPENSES. Company intends that principal photography of the Picture will
take place in Los Angeles, CA and its environs (the “Location”), for which Company shall not furnish
any travel, accommodations or expenses to Lender and/or Director. However, if requested to travel at
Company’s request for the Picture, Company shall provide Director with reasonable (if available and if
used) round-trip air transportation from Los Angeles to any distant location 50 miles or more from Los
Angeles and with reasonable accommodations and reasonable living expenses of Company’s choice
(but not less favorable to Director than that provided to any non-cast individual providing services on
the Picture) while at such location. Additionally, Director shall be provided with: (i) reasonable ground
transportation of Company’s choice to and from the airport which shall be favored nations all other
non-cast individuals, (ii) a non-accountable expense allowance of $50 USD per day but in any event
not to be less favorable to Director than the per diem provided to any other non-cast individual
rendering services on the Picture and, (iii) a rental car while at such location. Lender shall only be
reimbursed for such reasonable expenses as are pre-approved in writing by Company.
6. OFFICE ASSISTANT. Subject to the Picture’s going-in budget, Company shall provide
Director with exclusive use of an office from the start of pre-production through the end of principal
photography. In addition, Company shall provide Director a “local hire” exclusive assistant during the
last three (3) weeks pre-production and during principal photography. During pre-production and
principal photography, Company shall also provide Director a cellular phone for Director’s use in
connection with the Picture and Company shall pay for local calls.
7. APPROVALS CUTS AND CREATIVE MATTERS.
7.1 Approvals. Director shall have mutual approval with Company (with Company’s
decision controlling in the event of impasse) over:
(i) The actors cast in all speaking parts;
(ii) The Director of Photography, the Editor, the First Assistant Director and the
Production Designer.
(iii) The final Screenplay.
7.2 Consultations. Director shall be entitled to the following:
(i) Meaningful consultation with respect to the Location;
(ii) Meaningful consultation with respect to the Production Schedule and the
Budget;
(iii) Consultation with respect to Company’s marketing plan and release pattern for
the Picture.

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7.3 Cuts. Provided Director directs the Picture through completion of principal
photography, Director shall be entitled to prepare the Director’s Cut and one (1) additional cut of the
Picture (“Director’s Recut”), for a total of two (2) cuts. Director shall also be entitled to one (1) “Avid
Preview” of the Picture, provided that such Avid Preview and Director’s Recut can be accomplished
within the time allotted in the post-production schedule for the delivery of the Picture, and in any event
delivery of the Director’s Cut and Director’s Recut shall occur within eight (8) weeks from the
completion of principal photography. Additionally, Director shall be obligated to screen the Director’s
Cut for Company no later than six (6) weeks from the completion of principal photography. As used
herein, “Avid Preview” shall mean the exhibition to a selected audience of a cut of the Picture derived
from the digitized version of the Picture residing on an Avid or other electronic editing system and
exhibited by means of video projection or a similar system.
7.4 Certain Matters. In respect of any matter where Company and Director have mutual
approval, if Company and Director cannot reach a decision after making good-faith attempts to do so
for at least forty-eight (48) hours (reducible to a reasonable amount of time for exigencies of
production), then Company’s decision with regards thereto shall be final. Subject to the foregoing,
Company shall have full and final business, creative, financial, and day-to-day control over the Picture
and the production thereof and the complete and unconditional right to cut and edit the Picture,
including without limitation, “final cut’. Company shall have the right to view the dailies, the rough cut
and all cuts of the Picture subsequent to the Director’s Cut and Directors Recut at any time. Director
shall not authorize or permit any cuts of the Picture without the prior written authorization of Company
except as set forth herein.
8. GUILDS, ETC. Director acknowledges and agrees that Company is not a signatory to the
DGA Agreement and that Director’s directing services hereunder are not, and shall not be, subject to
any minimum terms arid conditions, including minimum compensation, of the DGA Agreement. In
connection therewith, Director warrants and represents that Director is not currently a member of the
DGA and that Director shall not take any action that might require Company to become a signatory to
the DGA Agreement.
9. INDEPENDENT CONTRACTOR OBLIGATIONS. Director and Lender hereby warrant and
represent that Director is employed as a bona fide employee of Lender pursuant to a valid, binding
written employment agreement. All personnel necessary for furnishing of the services required of
Director hereunder shall be Lender’s employees, and Lender shall have all of the duties and
responsibilities of an employer including, but not limited to, payment, payroll deductions and
withholdings, employer’s taxes, and disability and unemployment insurance. Lender and Director
agree to defend, indemnify and hold the Indemnitees harmless from and against any and. all claims,
liability, losses, damages, costs, expenses (including reasonable outside attorneys’ fees and legal
costs, whether or not in connection with litigation), judgments and penalties arising out of, resulting
from, or incurred in connection with any failure by Lender or Director under this paragraph.
10. ADDITIONAL AGREEMENTS.
10.1 Provided that Director is not in material breach or material default of Director’s
obligations hereunder, and that the Picture is directed solely by Director, Company agrees to invite
Director and one guest to the first United States celebrity premiere or first U.S. or international film
festival that accepts the Picture in competition (“Film Festival”), if any, of the Picture which takes place
under Company’s control. For the purposes of this paragraph, a “premiere” is a celebrity opening of
the Picture, with press and publicity. A cast and crew screening to which the press is not specifically
invited shall not be considered a “premiere” for the purposes of this Agreement. In the event that
Company provides travel, accommodation and expenses for any individual who rendered services on
the Picture in connection with the attendance of such individual at a North American celebrity

118
premiere or Film Festival of the Picture, then Company shall also provide Director travel,
accommodation and expenses with respect to such North American celebrity premiere or Film
Festival. Director’s travel, accommodation and expenses shall be on a “favored nations” basis with
NexTV and Taylor and all other producers, if any, involved with the Picture.
10.2 Within a reasonable time after commercial videocassette availability, Company agrees
to provide Director with one (1) videocassette and one (1) DVD copy of the Picture. Said
videocassette and DVD copies shall be used solely for Director’s private home showing and library
purposes, and in no event shall said videocassette and/or DVD copy be altered, duplicated or used for
any commercial purpose or for profit.
10.3 Company shall cause Lender and Director to be named as an additional insureds on
arty errors arid omissions and general liability insurance policies obtained by Company in connection
with the Picture, subject to any restrictions of such applicable policies. The foregoing shall not be
construed so as to limit or otherwise affect any obligation, representation, warranty or agreement of
Artist or so as to require Company to obtain and/or maintain any such insurance policies. Upon
Lender’s and Director’s prior written request, Company shall provide certificates of said insurance;
provided that no failure on the part of Company to provide such certificates shall be deemed a breach
of this Agreement.
10.4 If available, Company shall provide Director a release print or answer print of the
Picture. If no such print is available, Director shall be entitled to create a print at Director’s expense.
10.5 Company shall provide Director ten (10) copies of the U.S. one-sheet for the Picture, if
and as available.
10.6 Notwithstanding any provisions hereof or in the Standard Terms, in the event of a
default by Director hereunder, Director shall have a cure period of seventy-two (72) hours, or during
principal photography twenty-four (24) hours, from the time of Company’s written notice of default to
cure same.
10.7 In the event that Company or its assignee wishes to develop a sequel, prequel, remake
or television production based upon the Picture (“Subsequent Production”), Company shall afford
Director an exclusive 30-day first negotiation period during which Director and Company shall
negotiate in good faith with respect to Director’s services in connection with each such Subsequent
Production, or any production which is a sequel, prequel, remake or television production based upon
a Subsequent Production. Provided that Company’s initial offer to Director with respect to any such
Subsequent Production shall not be less favorable with respect to the Basic Compensation and the
Contingent Compensation than as set forth herein with respect to the Picture. Provided, further that, if
the parties do not reach an agreement during such 30-day exclusive negotiation period Company
shall be at liberty to engage other parties to provide writing services in connection therewith.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed as of the
date first written above.
By:
Its:

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LOAN OUT COMPANY
By:
Its:

120
As of ________________
Company formed for Film, LLC
Address
Re: “TITLE” – LOAN OUT COMPANYf/s/o ARTIST NAME
Ladies/Gentlemen:
Reference is made to the agreement ("Agreement") dated concurrently herewith between you
and LOAN OUT COMPANYfor the services of ARTIST NAME, the undersigned, in connection with the
above-referenced motion picture.
As a material inducement to you to enter into the Agreement, the undersigned hereby represents,
warrants and agrees as follows:
1. I have heretofore entered into an agreement (the "Employment Agreement") with Lender
requiring me to render services exclusively to Lender for at least the full term of the Agreement and
authorizing Lender to enter into the Agreement and to furnish my rights and services to you upon the
terms, covenants and conditions thereof.
2. I am familiar with all of the terms, covenants and conditions of the Agreement and hereby
consent to the execution thereof; I shall be bound by and will duly observe, perform and comply with all
of the terms, covenants and conditions of the Agreement as if I had executed it directly as an individual,
even if the Employment Agreement should hereafter expire or be terminated or suspended, or if Lender
should be dissolved or should otherwise cease to exist; I hereby confirm that there have been granted to
Lender all of the rights granted by Lender to you under the Agreement; and I hereby join in and confirm
all grants, representations, warranties and agreements made by Lender under the Agreement.
3. I am under no legal or other obligation or disability that would prevent or restrict me from
performing and complying with any of the terms, covenants and conditions of the Agreement to be
performed or complied with by me.
4. Unless I am deemed substituted for Lender as a direct party to the Agreement pursuant to
paragraph 7, below, I will look solely to Lender and not to you for compensation for the services and
rights I may render and grant to you under the Agreement and for the discharge of all other obligations of
my employer with respect to my services under the Agreement.
5. You shall have all rights and remedies against me that you would have if I were your direct
employee under the Agreement and you shall not be required to first resort to or exhaust any rights or
remedies that you may have against Lender before exercising your rights and remedies against me.
6. I will indemnify and hold you and your parents, affiliates, subsidiaries, employees, directors,
officers, agents, successors, assigns and licensees, and each of them, harmless from and against any
and all taxes which you may have to pay and any and all any and all liabilities, judgments, losses, claims,
demands, damages, penalties, interest, costs and expenses of every kind whatsoever (including, without
limitation, reasonable outside attorneys' and outside accountants' fees and disbursements) which may be
obtained against, imposed upon or suffered by you or any of the aforementioned parties or which you or
any of such parties may incur by reason of your failure to deduct and withhold from the compensation
payable under the Agreement any amount required or permitted to be deducted and withheld from the

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compensation of an employee under the provisions of any current state or federal statute and/or any
amendments thereof and/or any statutes hereafter enacted requiring the withholding of any amount from
the compensation of an employee. Inasmuch as you have the right to control my services and I am your
"special employee" for purposes of all applicable workers' compensation laws, the rights and remedies of
the undersigned and/or my heirs, executors, administrators, successors, and assigns shall be governed
by and limited to those provided under such workers' compensation statutes if I should suffer or incur any
injury, illness, disability or death arising out of or occurring in the course of my special employment
pursuant to the Agreement.
7. If Lender or its successors in interest should be dissolved or should otherwise cease to exist, or
for any reason should fail, refuse or neglect to perform, observe or comply with the terms, covenants and
conditions of the Agreement, I shall, at your election, be deemed to be employed directly by you for the
balance of the term of the Agreement upon the terms, covenants and conditions set forth therein.
8. If you serve Lender with any notices, demands or instruments relating to the Agreement or the
rendition of my services thereunder, such service upon Lender shall constitute service upon me.
Very truly yours,
ARTIST NAME
Execution Date:

Dd – CONTRACTS – DIRECTOR - Certificate of Engagement
122
"TITLE"
(Loanout)
Company formed for Film, LLC ("Producer"), whose address is _____________________ has
engaged LOAN OUT COMPANY ("Employer"), a California corporation, Federal I.D.
_____________ whose address is __________________ to furnish the directing, labor and other
services of ARTIST NAME ("Employee"), Social Security #____________, in connection with the
motion picture presently entitled “TITLE” ("Picture").
For good and valuable consideration, receipt of which is hereby acknowledged, Employer and
Employee hereby acknowledge, certify and agree that all results and proceeds of every kind of services
heretofore and hereafter to be rendered by Employer and/or Employee in connection with the Picture,
including without limitation any performance by Employee and all ideas, suggestions, themes, plots,
stories, characterizations, dialogue, titles and other material, whether in writing or not in writing, at any
time heretofore or hereafter created or contributed by Employer and/or Employee which in any way
relate to the Picture or to the material on which the Picture will be based (collectively, "Material"), are
and shall be deemed to be works made for hire for Producer. Accordingly, Producer is and shall be
considered the author and, at all stages of completion, the sole and exclusive owner of the Material and
all right, title and interest therein ("Rights"). The Rights shall include without limitation all copyrights,
neighboring rights, trademarks and any and all other ownership and exploitation rights in the Material
now or hereafter recognized in any and all territories and jurisdictions including, by way of illustration,
production, reproduction, distribution, adaptation, performance, fixation, rental and lending rights,
exhibition, broadcast and all other rights of communication to the public, and the right to exploit the
Material throughout the universe in perpetuity in all media, markets and languages and in any manner
now known or hereafter devised, subject to any applicable restrictions and approvals as may be
specified in Employer and Employee's loanout agreement for the Picture. If under any applicable law
the Material is not deemed or otherwise considered a work made for hire, then to the fullest extent
allowable and for the full term of protection otherwise accorded to Employer and/or Employee under
such applicable law (including any and all renewals, extensions and revivals thereof), Employer and
Employee hereby assign and transfer to Producer the Rights and, in connection therewith, any and all
right, title and interest of Employer and/or Employee in the Picture and any other works now or
hereafter created containing the Material.
Employer and Employee hereby grant Producer the right to change, add to, take from, translate,
reformat or reprocess the Material in any manner Producer may in its sole discretion determine. To the
fullest extent allowable under any applicable law, Employer and Employee hereby irrevocably waive
or assign to Producer their so-called "moral rights" or "droit moral". Employer and Employee
expressly acknowledge that many parties will contribute to the Picture and other works that will
embody all or part of the Material. Accordingly, if under any applicable law the above waiver or
assignment by Employer or Employee of "moral rights" or "droit moral" is not effective, then
Employer and Employee agree to exercise such rights in a manner which recognizes the contribution
of and will not have a material adverse effect upon such other parties.
If under the applicable law of any territory or jurisdiction any additional or different form of
compensation is required to satisfy the requirement of equitable remuneration, then it is agreed that the

123
grant to Producer of the rental right shall nevertheless be fully effective, and Producer shall pay
Employer or Employee such compensation or, if necessary, the parties shall in good faith negotiate the
amount and nature thereof in accordance with applicable law.
Since Producer has already paid or agreed to pay Employer and Employee equitable
remuneration for the rental right, Employer and Employee hereby assign to Producer all compensation
for the rental right payable or which may become payable to Employer or Employee on account or in
the nature of a tax or levy, through a collecting society or otherwise. Employer and Employee shall
cooperate fully with Producer in the collection and payment to Producer of such compensation.
Further, since Producer has already paid or agreed to pay Employer and Employee full consideration
for all services rendered and rights granted by Employer and Employee hereunder, Employer and
Employee hereby assign to Producer all other compensation payable or which may become payable to
Employer or Employee on account or in the nature of a tax or levy, through a collecting society or
otherwise, under the applicable law of any territory or jurisdiction, including by way of illustration
only, so-called blank tape and similar levies. Employer and Employee shall cooperate fully with
Producer in connection with the collection and payment to Producer of all such compensation. The
terms of this paragraph shall apply in connection with services not covered by the applicable WGA,
DGA or SAG basic agreements.
Employer and Employee will upon request execute, acknowledge and deliver to Producer any
and all documents consistent herewith which Producer may reasonably deem necessary to evidence
and effectuate all or any of Producer's rights hereunder. Employer and Employee hereby irrevocably
appoint Producer as attorney-in-fact with full power to execute, acknowledge, deliver and record in the
U.S. Copyright Office or elsewhere any and all such documents Employer or Employee fail to execute,
acknowledge and deliver within 5 business days after Producer's request therefor and furnishing of
copies, unless a shorter period of time is reasonably required by Producer. The appointment shall be a
power coupled with an interest. Producer shall provide Employer with a copy of any such document
Producer executes on behalf of Employer and/or Employee, provided that a failure by Producer to send
such a copy shall not constitute a breach hereof.
Employer and Employee hereby grant to Producer the right to issue and authorize publicity
concerning Employee, and to use Employee's name, voice, approved likeness and approved
biographical data (provided that such approval shall be undertaken in a reasonable manner so as not to
frustrate the intent of this agreement) in connection with the distribution, exhibition, advertising and
other exploitation of the Picture, subject to any applicable restrictions and approvals as may be
specified in Employer and Employee's loanout agreement for the Picture.
Employer and Employee represent and warrant that: Employer and Employee are free to grant
all rights herein granted and to make all agreements made by Employer or Employee herein; neither
Employer nor Employee has made, and will not make, any grant or assignment which will conflict
with or impair the complete and quiet enjoyment of Producer's rights hereunder; Employer and
Employee are not subject to any conflicting obligations or any disability which will prevent or interfere
with the performance of Employee's services; and to the extent required by law and/or applicable
collective bargaining agreements Employee is a member in good standing of such labor organization
Employer and Employee further represent and warrant that: the Material (other than any
written material supplied by Producer to Employer or Employee or incorporated by Producer into any

124
Material written by Employee) is or will be original with Employee (or provided Employer or
Employee notifies Producer thereof, is in minor part in the public domain); any Material written by
Employee has not been copied in whole or in part from, or based on, any other work except that
submitted by Producer to Employer or Employee as a basis for the Material; the Material has not been
exploited in any manner and/or medium; the Material is not and will not be based in whole or in part
on the life of any real person except as approved in writing in advance by Producer; any Material
contributed in writing by Employee does not and will not infringe upon the copyright of any person or
entity, and any other Material contributed by Employee, to the best of Employer's and Employee's
knowledge (including that which they should have known in the exercise of reasonable prudence),
does not and will not infringe upon the copyright of any person or entity; and, to the best of Employer's
and Employee's knowledge (including that which they should have known in the exercise of reasonable
Employer and Employee further represent and warrant that: Employer is a bona fide
corporation duly organized and existing under the laws of the state of its incorporation; to the extent
required by law, Employer has workers' compensation insurance covering Employee and will maintain
the same at all times while Employee is rendering services hereunder; and that Employee is under an
exclusive contract of employment with Employer for a term extending at least until the completion of
all services required of Employee hereunder, which contract gives Employer the right to loan or
furnish the services of Employee to Producer.
Employer and Employee shall indemnify Producer against any and all liability, damages, costs
and expenses (including reasonable outside attorneys' fees and costs) in connection with any third party
claim or action arising out of the breach of any of their representations, warranties or agreements
herein. Producer shall indemnify and defend Employer and Employee against any and all liability,
damages, costs and expenses (including reasonable attorneys' fees and costs) in connection with any
third party claim or action (other than those arising out of a breach of Employer's or Employee's
representations, warranties or agreements hereunder or out of any criminal misconduct or malicious or
willful acts by Employer or Employee) in connection with Producer's development, production,
distribution or exploitation of the Material, Picture and/or any element thereof or therein.
Employer and Employee shall be covered as additional insureds by the errors and omissions
and general liability insurance policies for the Picture to the extent that Producer obtains and maintains
such policies and shall be subject to the terms, conditions and restrictions of such policies and
Employer and Employee hereby covenant and agree that Employer and Employee shall not
have or be deemed to have any lien, charge or other encumbrance upon any of the rights conveyed to
Producer herein or proceeds derived therefrom, and that no act of or omission by Producer, nor any
other act, omission or event of any kind, shall terminate or otherwise adversely affect Producer's
ownership of the rights conveyed herein. Employer's and Employee's sole remedy for any breach or
alleged breach hereof by Producer shall be an action at law to recover such damages as may have been
actually suffered by them as a result thereof.
Without limiting the foregoing, Producer's obligation to engage any of Employee's services
with respect to the Picture is subject to the condition precedent of Producer acquiring all necessary
rights to the underlying property for the Picture.

125
Executed as of ________________________
LOAN OUT COMPANY
By:
Its:
ARTIST NAME ("Employee")
("Producer")
By:
Its:

Ee – CONTRACTS – DIRECTOR – Standard Terms
TITLE/Agreements
Director Name – Directing Agt STC v.2 dated 8-3-04
126
These STANDARD TERMS AND CONDITIONS (“Standard Terms”) are attached to and
incorporated into the DIRECTOR LOANOUT AGREEMENT PRINCIPAL TERMS (the “Principal
Terms”) dated as of _____________ by and between COMPANY FOR FILM, LLC (“Company”)
and ________________ (‘Lender”) f/s/o ________________ (“Artist”) in connection with the
feature-length theatrical motion picture presently entitled “TITLE.” The Principal Terms, these
Standard Terms and any Exhibits attached hereto taken together comprise one and the same
agreement (the “Agreement”). All terms which are defined or capitalized in the Principal Terms
shall bear the same meaning in these Standard Terms. In the event of an express conflict or
inconsistency between the Principal Terms and these Standard Terms, the Principal Terms
shall govern, but only to the extent of such conflict or inconsistency. If Artists services are being
provided by a Loanout Company, the term “Artist’ as used herein shall apply jointly and
severally to the individual artist(s) and such Loanout Company.
1. CONDITIONS PRECEDENT. All of Company’s obligations hereunder are expressly
conditioned upon and subject to: (i) full execution and delivery to Company of this Agreement;
(ii) the finalizing of all agreements necessary for the full financing of the Picture; (iii) Artist’s
completion of the Immigration and Naturalization Service (“INS”) Form 1-9 (Employment
Eligibility Verification Form) or equivalent required by the immigration service of any nation
(“foreign immigration service”) other than the United States which may have jurisdiction in
respect of Artist’s services; (iv) Artist’s submission to Company of original documents as
required by the LNS or foreign immigration service, satisfactory to prove Artists employment
eligibility; (v) DELETED WITHOUT PREJUDICE.
2. GRANT OF RIGHTS.
2.1 Artist grants to Company the perpetual right to use, display and reproduce, and license
others to use, display and reproduce, the name, voice and approved likeness of Artist in
connection with any services Artist may perform hereunder, or in connection with the Picture or
advertising or exploitation of the Picture.
2.2 Company may perpetually use, or authorize others to use, any of the rights herein
granted for commercial advertising or publicity in connection with the Picture or Artist’s services
rendered to Company. In such advertising or publicity, Artist shall not be represented as using,
consuming or endorsing any such product, commodity or service without Artist’s prior written
consent.
2.3 Artist acknowledges and agrees that the results and proceeds of Artist’s directing
services hereunder and any and all material, works, writings, ideas, “gags,’ or dialogue or other
matter written, composed, prepared, submitted, suggested or interpolated by Artist under this
Director Agreement in connection with Artist’s directing services on the Picture, or its
preparation or production (collectively, the “Material”), shall automatically become the exclusive
property of Company as a “work-made-for-hire” as defined by U.S. Copyright Law and Company
shall, for copyright and all other purposes, be deemed the sole author thereof and shall have the
right to obtain copyright therefor and for the Picture in its own name or otherwise, and to renew
such copyrights, in its own name and for its own benefit or otherwise, free of any claims thereto
by Artist.
2.4 Notwithstanding anything herein to the contrary, in the event Artist’s services hereunder,

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for any reason, are deemed nor to be a ‘work-made-for-hire” under the United States Copyright
law, Artist acknowledges and agrees that by the terms hereof, Artist hereby irrevocably grants,
sets over and assigns to Company throughout the universe, exclusively and in perpetuity, free
and clear of any and all claims, liens and encumbrances, all right, title and interest of every kind
whatsoever, whether now known or unknown, in and to the Material and all other results and
proceeds of Artist’s services hereunder.
2.5 Subject to any express provisions to the contrary set forth in this Agreement, Company
shall have the unrestricted right, but not the obligation, to make any changes in, deletions from
or additions to the Material and/or the Picture, or any part thereof. Company shall have the
unrestrained right to use the Material and/or the Picture or any version thereof for any and all
purposes throughout the universe in perpetuity in any and all media now existing or hereafter
devised.
2.6 Artist’s grant of rights in this Agreement is irrevocable and without right of termination or
rescission by Artist and shall not be affected by the termination or expiration of this Agreement.
3. WAIVER OF DROIT MORAL. Artist hereby waives any right of droit moral or any similar
right with respect to the Material and agrees not to institute, support or maintain any action or
lawsuit on the ground that the Picture or any other motion picture, television production, or other
production produced hereunder, or any other exercise of any of the rights conveyed, granted
and assigned by Artist hereunder constitutes an infringement of any right of droit moral or any
similar right, or is in any way defamation or mutilation of the Material, or any part thereof, or of
the reputation of Artist, or contains unauthorized variations, alterations, modifications, changes
or translations.
4. ARTISTS REPRESENTATIONS AND WARRANTIES. Subject to the Writers Guild of
America Basic Agreement (“WGA BA”), Artist hereby represents and warrants as follows:
4.1 Other than as submitted to Artist by Company or at Company’s request for Incorporation
into the Picture, all of the Material shall be wholly original with Artist or in the public domain;
4.2 The Material or any use of the Material contemplated hereunder does not and will not to
the best of Artist’s knowledge in the exercise of reasonable prudence, violate, conflict with, or
infringe upon, any rights whatsoever of any person, firm or corporation, including, without
limitation, any copyright, common law or statutory, throughout the world; any right of publication,
performance, or any other right in any work; and any right against libel, slander, invasion of
privacy, unfair competition or similar right;
4.3 Except as submitted to Artist by Company, the Material shall be fictitious and no real
persons shall be depicted therein;
4.4 To the best of Artist’s knowledge in the exercise of reasonable prudence, there are no
claims or litigation pending and no threat of any claim or litigation with respect to, concerning or
purporting to affect adversely Company’s right and title in or to the Material;
4.5 As between Company and Artist, Company will be the sole and exclusive owner in
perpetuity throughout the universe of the rights in and to the Material;
4.6 Artist has the right to enter into this Agreement, to perform the services contemplated

TITLE/Agreements
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hereby and no provisions for Artist’s employment or services hereunder or for the use of Artist’s
name, likeness or biography as herein contemplated does now or will hereafter violate, conflict
with or infringe upon any rights whatsoever, of any person, firm or corporation;
4.7 Artist will perform in good faith and to the best of Artist’s ability in the manner and at the
times and places reasonably directed by Company all of the services reasonably required of
Artist by Company hereunder and will comply with all reasonable directions, requests, and rules
and regulations (provided such rules and regulations have been previously provided to Artist in
writing) of Company in connection therewith;
4.8 Artist is not subject to any obligation or disability which will or might prevent or interfere
with Artist fully keeping and performing all of Artist’s material covenants and material conditions
to be kept or performed by Artist hereunder;
4.9 Artist has not made nor will Artist make any agreement which will or might conflict with or
impair the complete enjoyment of the services, rights and privileges granted to Company
hereunder
5. INDEMNITY.
5.1 Artist shall defend, indemnify and hold harmless Company and its successors, licensees
and assigns, and the officers, directors, employees and agents of all of the foregoing
(collectively, the “Artist’s Indemnitees”), from and against any and all claims, demands, suits,
liabilities, losses, costs, expenses (including without limitation reasonable outside attorneys’
fees and legal costs), damages or recoveries (including without limitation any amount paid in
settlement) suffered, made, incurred or assumed by any of the Artist’s Indemnitees by reason of
the material breach of any warranty, representation, or agreement made or entered into herein
or hereunder by Artist.
5.2 Except to the extent that Artist’s indemnity above applies, Company shall defend,
indemnify and hold Artist harmless from and against any and all claims, demands, suits,
liabilities, losses, costs, expenses (including without limitation reasonable attorneys’ fees and
legal costs), damages or recoveries (including without limitation any amount paid in settlement)
suffered, made, incurred or assumed by Artist in connection with: (i) any material submitted to
Artist by Company for use in the Picture, or (ii) by reason of the material breach of any material
warranty, representation, or agreement made or entered into herein or hereunder by Company,
or (iii) arising in connection with the development, production, distribution, marketing, promotion
or generally exploitation of the Picture.
6. ASSIGNMENT. Company shall have the unrestricted right to assign this Agreement or
any of the rights granted to it hereunder, in whole or in part, to any third party, from time to time,
as Company shall determine in its sole discretion and such assignment shall fully relieve and
release Company from any further obligation to Artist hereunder to the extent that Company’s
assignee assumes in writing and performs all Company’s obligations to Artist, or provided
Company’s assignee is a U.S major, mini-major studio, network, or other similarly financially
responsible entity and assumes Company’s obligations in writing. Artist may not assign this
Agreement, except that Artist may assign Artist’s right to receive compensation hereunder,
including without limitation, the Contingent Compensation. Company’s tights shall inure to the
benefit of Company’s successors and assigns.

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7. NO OBLIGATION TO PRODUCE. Artist acknowledges and agrees that Company shall
have no obligation to actually produce, or if commenced, to complete the production of, the
Picture or any other project in connection therewith or to utilize the services of Artist. In the
event that Company elects to abandon production of the Picture or the use of Artist’s services at
any time, subject to the express provisions of the Principal Terms, including without limitation
with regards to “pay or play” or “pay and play” obligations, to the contrary. The sums paid to
Artist in respect of fixed and contingent compensation hereunder up to the date of such
abandonment shall constitute Artist’s full, sole, complete and satisfactory compensation
hereunder.
8. NO INJUNCTION / NO EQUITABLE RELIEF. The rights and remedies of Artist in event
of breach of this Agreement shall be limited to the right, if any, to recover damages in an action
at law, which remedy Artist hereby acknowledges to be adequate, and in no event shall Artist be
entitled by reason of any such breach to terminate this Agreement, and Artist shall not be
entitled to and hereby waives the right in such event to equitable or injunctive relief or to enjoin,
restrain, or otherwise interfere with the production, distribution, exhibition, or other exploitation
of the Picture or any other motion picture, television production or other product of the Material
produced hereunder. Company shall not be liable for the breach of any of its undertakings
hereunder unless it receives written notice from Artist of such breach and then fails to correct
the breach within ten (10) business days after Company’s receipt of such notice.
9. SERVICES UNIQUE. The parties agree that the services to be rendered by Artist are of
a special, unique, unusual, extraordinary and intellectual character involving skill of the highest
order, giving them a particular value, the loss of which cannot be reasonably or adequately
compensated in damages in an action at law and that a breach by Artist of any of the provisions
herein would cause Company irreparable injury and damage. Accordingly, Company shall be
entitled to seek injunctive or other equitable relief to prevent any such breach. Resort to such
equitable relief, however, shall not be construed as a waiver of any other rights or remedies that
Company may have for damages or otherwise.
10. SUSPENSION: TERMINATION.
10.1 If Artist dies this Agreement shall be deemed to be terminated. If Artist is incapacitated
(whether physically or mentally), Company may in its sole discretion terminate or suspend this
Agreement in accordance with the provisions of this paragraph 10, including without limitation,
subparagraph 10.4.
10.2 This Agreement shall be automatically suspended without notice to Artist (to be followed
by written notice to Artist as soon as practical) if the rendition of Artist’s services hereunder or
development or production of the Picture is prevented, hampered or interrupted because of
force majeure events, as such term is customarily understood in the entertainment industry in
Los Angeles, California, including, without limitation, any labor dispute, fire, theft, act of God,
war, governmental action, injunction or other material interference with Artist’s services
hereunder or Company’s development or production of the Picture, third party breach of
contract, death, illness or incapacity of the individual producer, director, or director of
photography or any other event, whether similar or dissimilar, beyond Company’s control which
prevents or renders impractical Company’s production of the Picture. Notwithstanding the
foregoing, the definition of “force majeure” applicable to Artist shall be no less favorable in all
respects than the definition thereof accorded to any other above—the-line individual rendering
services on the Picture. Provided also, that if any other above-the-line personnel are reinstated

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after a suspension and/or termination and/or the occurrence of a force majeure event, then
Artist shall also be reinstated.
10.3 If Artist does not or cannot adequately render material services hereunder because of
Artist’s material default hereunder, or Artist fails or threatens to fail to perform or to be available
to perform the material services as required by Company pursuant to this Agreement or
otherwise materially breaches this Agreement, this Agreement shall be automatically suspended
without notice to Artist (to be followed by written notice to Artist as soon as practical) until and
unless Artist reports to Company, ready, willing and able in all respects to resume Artist’s
services and Company elects to end the suspension.

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10.4 In the event of a suspension hereunder all dates herein set forth or provided for, and the
accrual of compensation hereunder, shall be postponed for a period equivalent to the period of such
suspension. In the event of a suspension hereunder. Artist shall be entitled to receive only the
compensation accrued to the date of such suspension. If Company elects to end any suspension
hereunder, the term of Artist’s services may, in Company’s sole discretion, be extended for such
amount of time equivalent to the length of such suspension(s). If the suspension: (i) results from
Artist’s incapacity and exists for ten (10) business days or more, or (ii) results from any matter referred
to in paragraph 10.2 and exists for four (4) weeks or more, or (iii) immediately in the case of Artist’s
default or failure or refusal to perform or other matter referred to in paragraph 10.3, Company may
terminate this Agreement upon written notice. Notwithstanding anything herein contained, if any
suspension under (ii) continues for two (2) weeks or more, Artist may render services on Artist’s own
behalf or for others during the continuance of such suspension, subject to immediate recall upon the
termination of such suspension by Company If any suspension under (ii) continues for five (5) weeks
or more, Artist may terminate this Agreement by written notice to Company but such notice and
termination shall have no effect if, within five (5) business days after actual receipt thereof, Company
gives Artist notice that such suspension is ended. Notwithstanding the foregoing, any payment by
Company to Artist during any period of suspension hereunder shall not waive Company’s rights and
remedies and Company may lift any suspension and re-impose it for the same event. Notwithstanding
any termination hereof, the Credit, Insurance and Indemnity obligations of the patties set forth in this
Agreement shall survive such termination.
10.5 If Company elects to terminate this Agreement, upon such termination, subject to the “pay or
play’ and/or “pay and play” obligations set forth in the Principal Terms, the payment of all
compensation paid to Artist prior to such termination shall comprise full and complete compensation
for all services rendered by Artist prior to such termination, and for all the rights granted to Company
hereby. As of the date of such termination, Company shall have no further obligation to Artist
whatsoever, and if Artist has been paid any compensation in advance, Artist shall repay such advance
to Company on demand. If this Agreement is terminated for any reason whatsoever, Artist ~hall,
immediately upon receipt of the termination notice, deliver to Company any and all material
theretofore created by Artist in connection with the Picture pursuant to this Director Agreement, and
Company shall own all rights forever throughout the universe in and to such material in its own name
without any claim thereto by Artist. The suspension and/or termination of this Agreement shall be in
addition to any other of Company’s legal and equitable remedies and shall not affect Company’s
ownership of the rights granted to it hereunder, or any of Artist’s representations, warranties or
indemnifications hereunder, all of which shall remain in full force and effect. Notwithstanding any other
provision hereof: (i) if any other individual rendering services on the Picture is paid during a
suspension occasioned by force majeure (except a force majeure event related directly to Artist), then
Artist shall also be paid; (ii) if the Picture is released and Artist receives sole “Directed By’ credit, then
notwithstanding any termination, Artist shall be entitled to all fixed and contingent compensation and
bonuses.
10.6 Notwithstanding any of the foregoing provisions, in the event of a default by Artist hereunder,
Artist shall have a cure period of seventy-two (72) hours, or during principal photography twenty-four
(24) hours, from the time of Company’s written notice of default to cure same.
11. GOVERNING LAW. This Agreement is entered into and shall be deemed wholly performed in
Los Angeles County, California and shall in all respects be governed by and construed in accordance
with the laws of the State of California applicable to contracts made and to be entirely performed
therein without regard to principles of conflicts of law. The parties specifically agree that the state or
federal courts in Los Angeles County, California, shall have jurisdiction and venue in respect of any
and all disputes in connection herewith.

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12. NOTICES. Any payments, notices, documents, statements or other writings (collectively
referred to herein as “Notices”) required or desired to be given hereunder shall be in writing and shall
be sent to the parties hereto at their addresses stated below, or to such other address as Company or
Artist may hereafter designate in writing in the manner provided above, and shall be sufficiently given
by personal delivery, by telegraphing or telecopying, or by mailing the same in a postage prepaid
wrapper addressed to the other party as aforesaid, and the date of such delivery, telegraphing,
telecopying, or mailing shall be the date of the giving of such Notices.
All notices to Artist shall be sent to:
Company Name
Attn: Artist Name
Address:
Fax: ( )
Copies shall be sent to:
Lawyer/Law Firm
Address
Fax:
Agent
Agency
Fax No.: ( )

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All notices to Company shall be sent to:
Company formed for Film, LLC
Address
Attn:
Fax No.:
And to:
Production Attorney
Address
Attn:
Fax No.:
13. FURTHER DOCUMENTS. Artist shall execute and deliver all documents and instruments
consistent herewith as Company may from time to time reasonably require, and will take such action
as Company or Company’s successors and assigns may from time to time reasonably request, for the
purpose of confirming, evidencing, establishing, maintaining, protecting, enforcing, defending at
Company’s sole cost or further assuring Company’s title to the rights granted or intended to be
granted hereunder. If Artist shall fail to sign any such document or take any such action within ten (10)
days after Company’s request to do so. Artist hereby irrevocably authorizes, empowers and appoints
Company, or any of its officers, as Artist’s true and lawful attorney-in-fact, in Artist’s name, place and
stead, to take and do such action, and to make, sign, execute, acknowledge and deliver any and all of
the foregoing documents and instruments. The foregoing power of attorney shall be coupled with an
interest and is irrevocable. Company will promptly provide Artist with copies of all such attorney-in-fact
executed documents.
14. MISCELLANEOUS PROVISIONS.
14.1 Waiver. No waiver by any party hereto of any breach by the other party of any term, covenant
or condition of this Agreement shall be deemed a waiver of any other breach (whether prior to or
subsequent) of the same or any other term, covenant or condition of this or any other agreement.
14.2 Binding Effect. This Agreement and all rights and obligations hereunder, shall be binding upon,
and inure to the benefit of the parties hereto and their respective heirs, executors, administrators,
personal representatives, successors, licensees and permitted assigns.
14.3 Paragraph Headings. Paragraph headings used herein are for convenience only, and shall not
be deemed to be part of this Agreement
14.4 Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force
without being impaired or invalidated in any way.
14.5 No Partnership. Nothing herein contained shall constitute a partnership between, or joint
venture by, the parties hereto, or constitute either party an agent of the other, the relationship of the
parties being that of an independent contractor and hiring party. Neither party shall hold itself out
contrary to the terms of this paragraph and neither party shall become liable by any representation,
act or omission of the other contrary to the provisions hereof,

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14.6 Entire Agreement. This Agreement represents the entire agreement between the parties
hereto and supersedes all prior representations, negotiations, promises, understandings or
agreements, whether oral or written, between the parties with respect to the subject matter hereof.
14.7 Amendments. No amendment or modification of this Agreement or of any covenant, condition,
or limitation herein contained shall be valid unless in writing and made by the party to be charged
therewith.
14.8 Attorneys’ Fees. In any action between the parties relating to this Agreement, the enforcement
of any of its terms or to any other contract relating to the subject matter of this Agreement, the
prevailing party shall, in addition to any other award of damage or other remedy, be entitled to
reasonable outside attorneys fees, costs and expenses as may be fixed by the Court or the
arbitrator(s).
14.9 Remedies Cumulative. Except as may be expressly provided to the contrary herein, the
parties’ various rights and remedies hereunder shall be cumulative and the exercise or enforcement of
any one or more of them shall not preclude the enforcing party from exercising or enforcing any of
those others or any right or remedy provided for by law.
END OF STANDARD TERMS AND CONDITIONS

Ff – CONTRACTS - CREW-Deal Memo
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135
CREW DEAL MEMO
Work for Hire
PRODUCTION COMPANY: COMPANY FORMED FOR FILM, LLC
Address:
MOTION PICTURE: Title
ANTICIPATED START DATE:
ANTICIPATED END DATE:
POSITION:
WORKER NAME:
CREDITED NAME: (please list name you wish to use as your screen credit)
ADDRESS:
PHONE:
Home:
Other:
SSN:
FED I.D.:
***********************
(items below to be completed by production company only)
DAILY RATE:
RENTALS:
WORKER BOX AND EQUIPMENT IS SOLE
RESPONSIBILITY OF WORKER. PRODUCTION COMPANY
ASSUMES NO RESPONSIBILITY FOR SAME.
OTHER TERMS:

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TERMS AND CONDITIONS
1. PAYMENT OF WAGES: Wages shall be paid to all Workers no later than Friday
following the week in which services were performed. Pay date may be delayed by
reason of an intervening federal or state holiday. Employment is for a 5-day work-
week for preparation and a 6-day work-week during principal photography.
2. EXEMPT WORKERS: Workers shall not be entitled to additional overtime,
turnaround or other hourly payments except as expressly provided in this deal memo.
3. NIGHTS, WEEKENDS, HOLIDAYS, WORK TIME: Unless expressly provided
elsewhere in this deal memo, no increased or additional compensation shall accrue or
be payable to Worker for the rendering of services at night or on weekends or
holidays, or after the expiration of any particular number of hours of service in any
period.
4. MEALS: The Production Company will provide meal breaks and/or food service at
approximately six (6) hour intervals.
5. CAR INSURANCE: Worker is responsible for liability and collision insurance and
deductibles on her/his personal vehicle used in conjunction with their employment.
Any vehicle provided by the production shall be fully insured by production.
6. ALCOHOL/DRUGS: Without limitation of Production Company’s right to
terminate or suspend Worker, use of alcohol and/or drugs during hours of employment
will result in Worker’s immediate termination.
7. PURCHASES: Worker will be held personally responsible for purchases, rentals
and expenses not approved in advance by production.
8. EXCLUSIVITY: Worker's services are on an exclusive basis to the production of
the motion picture (the "Picture") referred to in this deal memo for such period of time
as required unless otherwise specified in this deal memo.
9. CREDIT: Unless otherwise specified in this deal memo, screen credit is at
Production Company's discretion subject to Worker's performing all services required
through completion of term.
10. TERM: Unless expressly provided elsewhere in this agreement, Worker's

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employment hereunder shall not be for a "run of the show" or for any guaranteed
period of employment. Production reserves the right to discharge Worker at any time,
and is only obligated to pay Worker for work performed up to the point of discharge or
termination of this agreement. Production Company will attempt to notify Workers a
minimum of twenty-four (24) hours in advance of layoff. Without limitation of any of
Production Company’s rights, this agreement is subject to immediate suspension
and/or termination (at Production's sole election) without further obligation on the part
of Production including, without limitation, in the event of any incapacity or default of
Worker or in the case of any suspension, postponement or interference with the
production by reason of labor controversy, strike, earthquake, act of God,
governmental action, regulation, or decree or for any other customary force majeure
reason.
11. WORK-FOR-HIRE: Production Company shall be the owner of all of the results
and proceeds of Worker's services, including any copyright, trademark and any other
intellectual property rights in any work or property created by Worker, or anyone
under Worker's direction. Worker acknowledges that Worker's work is a "work made
for hire" within the scope of Worker’s employment, and therefore Employer shall be
the author and copyright owner of any work created under this agreement. In the event
that any of proceeds of Worker's work are not considered a work for hire, then
Worker's copyright to such work is hereby assigned to Employer.
12. ARBITRATION: This Agreement shall be interpreted in accordance with the
laws of the State of California, applicable to agreements executed and to be wholly
performed therein. 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, as 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. 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 under its
jurisdiction in Los Angeles before a single arbitrator familiar with entertainment law.
The parties shall have the right to engage in pre-hearing discovery in connection with
such arbitration proceedings. 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 and that
the prevailing party in such arbitration and/or confirmation proceeding shall be entitled
to recover its reasonable attorneys' fees and expenses. The arbitration will be held in
Los Angeles and any award shall be final, binding and non-appealable. The Parties
agree to accept service of process in accordance with the AFMA Rules.
WORKER ACCEPTS ALL CONDITIONS OF EMPLOYMENT AS DESCRIBED
ABOVE.

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AGREED TO AND ACCEPTED:
___________________________________________
WORKER SIGNATURE
___________________________________________
DATE
___________________________________________
PRODUCTION COMPANY SIGNATURE
___________________________________________
DATE

Gg – CONTRACTS – LINE PRODUCER – Deal Memo
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139
CONFIDENTIAL DEAL MEMO
To: Producer
Company Formed for Film, LLC
From: Line Producer
Date:
RE: TITLE AGREEMENT
This memo shall serve as an agreement between TITLE The Movie, LLC (“Producer”) and _____________
(“Loan-out Company”) with regards to the motion picture project currently entitled TITLE (“The Picture”).
It is understood that Producer wishes to contract with Loan-out Company to Loan Out its employee
_________________ (“Employee”) to serve as the Line Producer (“Services”) with regards to The
Picture. It is also understood that Employee wishes to provide said Services to Producer and The Picture.
Employee shall be accountable for all aspects of the production including but not limited to:
Preparing budgets and schedules, approving all monies paid out in accordance with The Picture,
contracting vendors, assembling the crew, supervising the crew, and the supervision of the
photography of The Picture. Employee will also be accountable for the budget of The Picture and
staying on schedule with the production of The Picture. Employee will report to Producer, and
will be available at all times and for such periods of time as are reasonably designated by
Producer.
For the above Services, Producer agrees to grant Loan-out Company the total compensation of
________________Dollars ($_______) to be a below the line item in the budget and to be paid as follows:
• Insert schedule for payment
Producer also agrees to grant Loan-out Company, for its Employee Services, the following credits:
 Credit agreed upon
Producer agrees to keep Employee informed of all contracts negotiated by Producer for The Picture, to get
Employee’s approval for all monies to be paid out in accordance with The Picture, and to stay in communication
with Employee with regards to any decisions made in relation to The Picture that Employee will be responsible
for. Employee understands that this does not constitute any form of “Control” of The Picture and that Producer
retains full and ultimate “Control” of The Picture, and agrees to keep Producer informed of daily activities, crew
hired, and vendors contracted.
If this memo is to your satisfaction and understanding please indicate by signing and dating below:
___________________________________________ ___________
Producer Date
TITLE The Movie, LLC

Hh: CONTRACTS – CREW - Post Production Supervisor Agreement
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140
POST PRODUCTION SUPERVISOR AGREEMENT
This Agreement is made and entered into as of _______ (the “Agreement”) between COMPANY
FORMED FOR FILM, LLC (“Company”) and POST PROD. COMPANY(“Lender”) for the services of
__________, (collectively, “Employee”) in connection with Company’s proposed theatrical motion
picture tentatively entitled “TITLE OF FILM” (the “Picture”). In consideration of the mutual covenants
and agreements contained herein, Company and Lender hereby agree as follows:
1. EMPLOYMENT AND START DATE. Company hereby engages Lender to provide the
services of Employee, and Lender hereby accepts such engagement upon all of the terms and
conditions set forth herein, to provide Employee’s exclusive, first call, first priority services as a post
supervisor, as well as providing all post sound services in connection with the Picture. Lender shall
cause Employee’s services to commence on such date(s) as Company designates in its sole
discretion and Lender agrees that Employee shall render all services, (including without limitation all
post supervisor and all post sound services customarily rendered as standard in the motion picture
industry), required by Company in connection with the Picture upon all of the terms and conditions set
forth herein.
2. TERM. The term of this Agreement (the “Term”) will commence on the date hereof and will
continue through completion of all of Employee’s services in connection with the Picture.
3. COMPENSATION. On the conditions that neither Lender nor Employee is in material default
or otherwise in material breach of this Agreement, Lender and Employee execute and deliver to
Company this Agreement and Employee renders and fully completes all of Employee's services
hereunder, Company will pay Lender, in full consideration of all services of Employee, all rights now
or hereafter to be granted to or otherwise acquired by Company, and all of the representations,
warranties and agreements of Lender and Employee hereunder, the following compensation: a
service fee of _____________ ($______) upon completion of services and a deferred fee of
_____________ to be paid after recoupment of all costs, including but not limited to financing,
production and distribution costs associated with the Picture.
4. ALL-INCLUSIVE FLAT FEE. The compensation payable to Lender pursuant to this
Agreement is an all-inclusive flat fee in respect of any and all uses of the Picture, and all elements of
the foregoing in any and all media, whether now known or hereafter developed, throughout the
universe, in perpetuity, in all versions (including without limitation digitized versions), in all languages
and for any and all purposes, including, without limitation, all replays, broadcasts in any foreign area,
theatrical exhibitions and exhibitions in any supplemental market. Without limiting the foregoing, no
additional compensation will be payable to Lender for Employee's services hereunder by reason of
overtime, weekend work, holidays, reruns and the like.
5. CREDIT. On the conditions that neither Lender nor Employee is in material default or
otherwise in material breach of this Agreement and subject to any reasonable third party restrictions
and approvals, Company will accord Employee credit substantially in the form of
_______________________ on the screen on a shared card of the Picture, to be placed at
Company’s discretion, in the main titles (i.e. where the individual credits for other producers appear,
whether located in the beginning or end of the Picture).
Company will also provide credit to Employee in all paid advertising relating primarily to the Picture
issued by, or under the direct control of, Company ("Paid Ads"), below or after the title of the Picture,

TITLE/Agreements
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among the Paid Ad producer credits, in a size of type not less than the size of type used to display the
name of any other producer in such Paid Ad whose name appears below or after the title of the Picture.
Company's Paid Ad credit obligations shall not apply to the following Paid Ads (hereinafter "Excluded
Ads"): group, list, institutional or so-called teaser advertising; announcement advertising; advertising
relating primarily to the source material upon which the Picture is based, or to the author, any member of
the cast, the producer(s), writer(s) or any other personnel involved with the production of the Picture; so-
called "award" or "congratulatory" advertisements, including advertisements or announcements relating
to consideration or nomination for an award; trailers (including promotional films) or other screen, radio or
television advertising; advertising in narrative form; advertising for film festivals, film markets and the like;
advertising one-half page (or the equivalent in SAU's) in size or less; outdoor advertising (including, but
not limited to so-called 24-sheets); theater display advertising; advertising in which no credit is accorded
other than credit to one (1) or two (2) stars of the Picture and/or to Company and/or to any other
company financing or distributing the Picture. The following shall not be considered Paid Ads or
Excluded Ads for any purpose hereunder: videocassettes, videodiscs and other home video devices and
the covers, packages, containers or jackets therefor; publicity and promotional items and materials;
advertising relating to subsidiary or ancillary rights in the Picture (including, but not limited to
novelizations, screenplays or other publications, products, merchandising, music publishing or
soundtrack recordings); voiceovers, advertising, publicity and exploitation relating to by-products or
commercial tie-ins; and other advertising not relating primarily to the Picture.
All other matters relating to credit will be at Company's sole discretion. No casual, inadvertent or
unintentional failure by Company to comply with the credit provisions hereof (by reason of shortage of
time or otherwise) nor any failure by any third party to comply with such credit provisions will
constitute a breach by Company of this Agreement.
6. NOTICES. Company’s, Lender’s and Employee’s respective addresses for notice purposes
will be as follows:
To Company: COMPANY FORMED FOR FILM,LLC
c/o Company Name
Address
With a courtesy Production Attorney
copy to: Address
Attention:
To Lender and Post Production Company
Employee:
7. CERTIFICATE OF RESULTS AND PROCEEDS / STANDARD TERMS AND CONDITIONS.
Certificates of Results and Proceeds are attached hereto as “Exhibit A-1” and “Exhibit A-2,”
respectively, and incorporated herein by reference. In addition, the balance of the terms and
conditions of this Agreement consist of Company’s Standard Terms and Conditions (“Standard
Terms”), attached hereto as “Exhibit B” and incorporated herein by this reference, it being understood
and agreed that such Standard Terms will be subject to such change(s), if any, as are agreed to in

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writing by the parties hereto following good faith negotiations, it being further understood and agreed
that unless and until, and only to the extent that any such change(s) are so agreed to, the provisions
of said Standard Terms will govern. In the event of any conflict between the foregoing provisions of
this Agreement and the applicable provisions of the Standard Terms, the foregoing provisions of this
Agreement will govern.
8. REPRESENTATIONS AND WARRANTIES. Lender and Employee represent and warrant that:
(a) Authority and Non-Interference. Lender and Employee are free to enter into this Agreement;
Lender and Employee have the right to render services in accordance with the terms and conditions
hereof; Lender and Employee are not subject to any obligation or disability which would interfere with or
prevent the full performance by Lender and/or Employee of Lender and/or Employee’s services
hereunder; and Lender and Employee have not done, nor will Lender and/or Employee do, any act, and
neither Lender nor Employee has made, nor will Lender and/or Employee make, any grant or
assignment, which will or might interfere with the complete enjoyment of the rights and privileges herein
granted to Company.
(b) Created Material. All material, works, writings, ideas, "gags" or dialogue written, composed,
prepared, submitted or interpolated by Lender and/or Employee in connection with the Picture or its
preparation or production, shall be wholly original with Lender and/or Employee (or in the public domain)
and shall not be copied in whole or in part from any other work, except for material submitted to
Employee by Company for inclusion in and included in the Picture and any material added to the Picture
by Company or at Company’s request and/or knowledge and not created by Employee.
9. INDEMNITY. Lender and Employee shall indemnify and hold Company, its parents, affiliates,
subsidiaries, employees, directors, officers, agents, successors, assigns and licensees, and each of
them, harmless from and against any and all liabilities, judgments, claims, demands, damages, penalties,
interest, costs and expenses of every kind whatsoever (including, without limitation, reasonable attorneys'
and accountants' fees and disbursements) (collectively, "Expenses") suffered or incurred by Company,
the aforementioned parties and/or any of them, arising out of or resulting from any default by Lender or
Employee, or any breach by Lender or Employee of Lender and/or Employee’s representations,
warranties, undertakings and/or agreements hereunder and/or resulting from Lender and/or Employee’s
tortious or negligent conduct. Company shall defend (selecting its own counsel), indemnify and hold
Lender and Employee harmless from and against any and all Expenses suffered or incurred by Lender
and Employee, arising out of or by reason of or resulting from any third party claim based upon material
submitted by Company to Lender and Employee for inclusion in and included in the Picture and/or by
reason of any third party claim arising out of Company's production, distribution and/or exploitation of the
Picture; provided, however, that the foregoing indemnification shall not apply to any Expenses or third
party claims arising out of or resulting from Lender’s or Employee's tortious or negligent conduct or from
any breach of Lender’s or Employee's covenants, representations or warranties hereunder.
10. EQUITABLE RELIEF.
(a) Lender and Employee acknowledge that the services to be rendered by Lender and Employee
hereunder are of a special, unique, unusual, extraordinary and intellectual character that gives them a
peculiar value, the loss of which Company cannot be reasonably or adequately compensated in
damages, and that a breach by Lender or Employer of any provision of this Agreement may cause
Company irreparable injury and damage. Accordingly, Lender and Employee expressly agree that
Company will be entitled to seek injunctive and other equitable relief to prevent a breach of this
Agreement or any part thereof by Lender and/or Employee and to secure its enforcement.

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(b) Lender and Employee acknowledge that, in the event of any breach of this Agreement by
Company or any third party, the damage, if any, caused Lender and/or Employee thereby will not be
irreparable or otherwise sufficient to entitle Lender or Employee to seek injunctive or other equitable
relief. Lender and Employee acknowledge that Lender’s and Employee’s rights and remedies in any
such event will be strictly limited to the right, if any, to recover damages in an action at law, and
neither Lender nor Employee will have the right to rescind this Agreement or any of Company's rights
hereunder, nor the right to enjoin the production, exhibition or other exploitation of the Picture, any
subsidiary or allied rights with respect thereto, or any other results and proceeds of Lender’s or
Employee's services hereunder, nor will Lender or Employee have the right to terminate Lender’s or
Employee’s services or obligations hereunder by reason of such breach. Without limiting the
foregoing or Company’s other rights under this Agreement or at law or in equity, under no
circumstances will any act or omission of Company which would otherwise constitute a breach or
alleged breach of this Agreement be deemed such unless Lender or Employee notifies Company in
writing setting forth in detail the basis for such breach or alleged breach and Company fails to
commence reasonable efforts to cure such breach or alleged breach within thirty (30) days of
Company’s receipt of such notice.
If the foregoing correctly sets forth your understanding of the agreement between Company and
Lender for the services of Employee, please so indicate by signing in the space provided below.
COMPANY FORMED FOR FILM,LLC
By:
Its:
POST PRODUCTION COMPANY
By:
Its:
Name

Ii: CONTRACT – CREW - Post Production Supervisor-Standard Terms
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144
EXHIBIT B
(POST PRODUCTION SUPERVISOR AGREEMENT)
certain agreement ("Underlying Agreement"), dated as of __________________ between COMPANY
FORMED FOR FILM, LLC ("Company") and Image Resources (“Lender”) for services of NAME OF
POST SUPERVISOR ("Employee") relating to the post supervisor, post sound services, labor and other
services in connection with the motion picture tentatively entitled "TITLE" ("Picture"). These Standard
Terms and the Underlying Agreement shall hereinafter be collectively referred to as the "Agreement."
Unless expressly provided to the contrary herein, (i) all terms used herein shall have the same meaning
as set forth in the Underlying Agreement and (ii) to the extent that any provision of these Standard Terms
conflicts with any provision of the Underlying Agreement, the Underlying Agreement shall control. The
term "Section(s)" refers to the numbered provisions of the Underlying Agreement and the term
"Paragraph(s)" refers to the numbered provisions of the Standard Terms.
1. EMPLOYEE'S SERVICES. Employee's services on the Picture will be rendered either alone or in
cooperation with other persons in such manner as Company may direct, under the instructions and in
strict accordance with the controls and schedules established by Company's authorized representatives
and at the times, places and in the manner required by said representatives. Such services shall be
rendered in an artistic, conscientious, efficient and punctual manner to Employee's best ability and with
full regard to the careful, efficient, economical and expeditious production of the Picture within the budget,
shooting schedule and policies established by Company, it being understood that Company's production
of motion pictures involves matters of discretion to be exercised by Company in respect to art and taste
and Employee's services and the manner of rendition thereof are to be governed by Company.
2. COMPANY'S OWNERSHIP RIGHTS; DROIT MORAL. Company hereby is and shall be the sole and
exclusive owner and is the sole author for all purposes (including, but not limited to, under the Copyright
laws of the United States), in perpetuity and throughout the universe, of all of the following from the
moment of their creation, at every stage of their development or completion: (i) all right, title and interest
in and to the Results and Proceeds (as defined below) of Lender’s and Employee's services hereunder,
all of which shall be a "work made for hire" for Company prepared within the scope of Lender’s
engagement and Employee's employment and/or as a work specially ordered or commissioned for use
as a part of a motion picture or other audio-visual work; (ii) all right, title and interest in and to the Picture
and the material upon which it is based, including, but not limited to, the copyright in and to the Picture
and any renewals and extensions of such copyright and all moral rights of authors with respect thereto;
(iii) all distribution, exhibition, exploitation, allied, ancillary and/or subsidiary rights with respect to the
Picture and/or the Results and Proceeds in any and all media, whether now or hereafter known,
including, without imitation, theatrical, non-theatrical, pay-per-view, home video (including videocassettes,
digital videodiscs, laserdiscs and all other formats), all forms of television (including pay, free, network,
syndication, cable, satellite and digital), video-on-demand, and all forms of digital distribution and/or
transmission (including without limitation, the internet); and (iv) all other tangible and intangible rights of
any nature relating to, and all proceeds and benefits of any nature derived from, the Picture and/or the
Results and Proceeds. Without limiting the foregoing, in the event that any of the Results and Proceeds
are not deemed to be a "work made for hire" for Company, Lender and Employee hereby irrevocably and
exclusively assign to Company (or if any applicable law prohibits or limits such assignment, Lender and
Employee hereby irrevocably license to Company) all right, title and interest in and to such Results and
Proceeds (including all copyrights therein and thereto and all renewals and extensions thereof), and all

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rights to exploit the same throughout the universe, in perpetuity, in any and all media, whether now
known or hereafter devised. Lender and Employee hereby waive any so-called "moral rights of authors"
and "droit moral" rights (and any similar or analogous rights under the applicable laws of any country of
the world) which Lender and Employee may have in connection with the Picture or the Results and
Proceeds. Lender and Employee further hereby irrevocably assign to Company (or if any applicable law
prohibits or limits such assignment, Lender and Employee hereby irrevocably licenses to Company), in
perpetuity throughout the universe, all of Lender’s and Employee's rights, if any, to authorize, prohibit
and/or control the renting, lending, fixation, reproduction and/or other exploitation of the Picture by any
media and/or means now known or hereafter devised as may be conferred upon Lender or Employee
under applicable laws, regulations or directives, including, without limitation, any so-called "Rental and
Lending Rights" pursuant to any European Union ("EU") directives and/or enabling or implementing
legislation, laws or regulations enacted by the member nations of the EU. As used herein, "Results and
Proceeds" shall mean all results and proceeds of Lender’s and Employee's engagement and services
under this Agreement or otherwise relating to the Picture, including all themes, plot, characters, ideas
and story contained therein and all other materials of any kind created by Employee during the period of
Lender’s and Employee's exclusive services hereunder and all so-called "moral rights of authors" or "droit
moral" rights (and/or any similar or analogous rights under any applicable law of any jurisdiction) with
respect to any of the foregoing, and the right to make such changes therein and/or uses thereof as
Company shall from time to time determine in its sole discretion.
3. INJUNCTIVE RELIEF. Lender and Employee acknowledges and agrees that the services to be
rendered by Lender and Employee hereunder are of a special, unique, unusual, extraordinary and
intellectual character, making them difficult to replace and giving them a peculiar value, the loss of which
cannot be reasonably compensated in damages in an action at law; that if Lender or Employee breaches
any provision of this Agreement, Company will be caused irreparable damage; and that, therefore,
Company shall be entitled, as a matter of right, at its election, to enforce this Agreement and all of the
provisions hereof by injunction or other equitable relief.
4.1 Suspension.
4.1.1 Company's Suspension Rights. Lender’s and Employee's services and the accrual
of compensation hereunder shall be automatically suspended (unless Company notifies Lender or
Employee otherwise) during all periods when:
A. Disability. Employee is unable to perform Employee's obligations hereunder
by reason of mental or physical disability (including the death of Employee) ("Disability"). If any claim of
Disability is made by or on behalf of Employee, Company shall have the right to have Employee
examined by such physician(s) as Company may designate, with Employee's physician present (at
Employee's sole cost) if Employee so requests, provided that such physician does not interfere with the
examination conducted by Company's physician;
B. Default. Lender or Employee fails, refuses or neglects to comply with Lender’s
and/or Employee's obligations hereunder or (directly or through any representative) states an intention to
do so ("Default"); provided, however, that if (y) such Default is inadvertent (i.e. not intentional or repeated)
and is by its nature reasonably curable and (z) allowing Lender or Employee to cure such Default will not
result in additional expense to Company, then on a one-time-only basis Lender or Employee shall have a
period of forty-eight (48) hours [reducible to twenty-four (24) hours during periods of principal
photography] from the date of notice from Company of such Default within which to cure the first such
Default; and/or

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strike; lock-out or other labor controversy; riot; civil disturbance; act of public enemy; law, enactment, rule,
restraint, order or act of any governmental instrumentality or military authority; failure or inability to obtain
any necessary permit or license; failure of technical facilities; inability to obtain sufficient labor, technical
or other personnel (including, without limitation, cast or crew members); failure, delay or reduction in
transportation facilities or water, electricity or other public utilities; death, disability, disfigurement (with
respect to cast only), or inability to obtain health insurance for a principal member of the cast, the
director, any employee or key crew member or inability to obtain visas, labor permits or other
governmental licenses for any such persons (other than Employee); or any other cause not reasonably
within Company's control or which Company could not by reasonable diligence have avoided, Company
is hampered in the development or production of the Picture or Company's normal business operations
not suspend Employee's services due to an event of Force Majeure unless the services of other
employees have also been suspended (exclusive of any person whose suspension might cause
Company to lose rights in the material on which the Picture is based).
such Force Majeure, Disability or Default plus the period commencing on the occurrence of such event
and ending on the originally scheduled Start Date, and (unless Company gives Lender or Employee
notice to the contrary) such postponement shall not be deemed a suspension of this Agreement or
Employee's services hereunder; provided, however, that Company may reduce the period of
postponement in its own discretion upon notice thereof to Lender or Employee. Any suspension shall be
for the duration of any such Force Majeure, Disability or Default plus such reasonable period of time as
may be deemed necessary by Company to commence or recommence development or production of the
Picture and, unless Company notifies Lender or Employee in writing to the contrary, Employee's services
hereunder shall be automatically extended by such number of days as equal the total number of days of
such suspension. A suspension hereunder shall not relieve Lender or Employee of any of Lender’s and
Employee's obligations to perform hereunder. During any suspension, neither Lender nor Employee
shall render any services for others or for themselves/themselves in the field of entertainment, except
that during a suspension predicated on Force Majeure, Employee may render such other services,
provided that any and all commitments for such services are subordinate to the obligations of Employee's
services hereunder, including Employee's obligation to resume rendering services to Company promptly
upon termination of the suspension. If Company terminates any Force Majeure suspension hereunder,
Company may not thereafter re-suspend Employee's services based upon the same continuous event
of Force Majeure. Payment of any compensation accrued and unpaid prior to the suspension shall be
subject to all of Company's rights and remedies (including the right of offset) for Employee's Default.
4.2 Termination.
A. Employee's Termination Right. If a suspension predicated on Force Majeure
continues for eight (8) or more consecutive weeks or for an aggregate of ten (10) or more weeks, Lender
and Employee may give Company written notice of Lender’s and Employee's desire to terminate this
Agreement, and unless Company terminates such suspension within seven (7) business days after its
receipt of such notice, this Agreement shall terminate.

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Employee's services upon the occurrence of any of the following by delivering written notice to Lender or
Employee:
(i) Employee's Disability continuing for either three (3) days during
Employee's rendition of Pre-Production Services or services in connection the principal photography of
the Picture or at any other time, seven (7) or more consecutive days or an aggregate of fourteen (14) or
more days;
(ii) Default;
or (bb) occurs after the Start Date and continues for eight (8) or more consecutive weeks or for an
aggregate of ten (10) or more weeks (such period to be reduced to two (2) weeks during Employee's
rendition of Pre-Production Services and services in connection with the principal photography of the
Picture); or (cc) affects development and/or production in a manner incapable of being corrected within
the foregoing time periods; or (dd) has an impact that, at the time of onset, can reasonably be expected
to continue for not less than two weeks; or
(iv) Any event or contingency expressly provided for in this Agreement.
Notwithstanding the foregoing, Company shall not terminate Employee's services due to an event of
Force Majeure unless the services of substantially all other employees have also been terminated
(exclusive of any person whose termination might cause Company to lose rights in the material on
which the Picture is based).
4.2.2 Effect of Termination. If Lender/Employee or Company terminates this Agreement
in accordance with the provisions of this Paragraph 4, Company shall be released and discharged from
any liability or obligation whatsoever to Lender or Employee hereunder; provided, however, that if
Company terminates this Agreement pursuant to this Paragraph 4 for any reason other than Employee's
Default, Lender shall be entitled to receive that portion of the fixed compensation, if any, that has
theretofore accrued and become payable to Lender pursuant to the Agreement for services rendered by
Employee prior to the date of such termination and the insurance and indemnity provisions contained in
this Agreement shall survive any such termination.
Default or breach of this Agreement unless Lender and Employee shall first notify Company in writing
setting forth such alleged breach or Default and Company shall not cure the same within thirty (30) days
(which period shall be reduced to ten (10) business days if such alleged breach or Default concerns a
payment which has become due and payable to Lender and neither the accrual of such payment, nor
the amount of such payment, is in dispute) after receipt of such notice.
4.4 Other Agreements. Any breach or Default by Lender or Employee of any other agreement
between Company and Lender and/or Employee for Employee's services in connection with the Picture
("Other Services Agreements") shall constitute a breach or a Default by Lender and Employee under this
Agreement. Any breach or Default by Lender or Employee under this Agreement shall constitute a
breach or Default by Lender and Employee under the Other Services Agreements. No breach or Default
by Lender or Employee under this Agreement or under the Other Services Agreement shall affect
Company's acquisition of rights in connection with the Picture (or any material upon which the Picture is
based or which is incorporated therein) pursuant to any rights agreement with Lender or Employee or
any other third parties.

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delivery, telecopy/facsimile or by federal mail (postage prepaid), and shall be deemed given hereunder
on the date personally delivered or telecopied, or the date two (2) business days after the date mailed if
mailed in the United States, and five (5) business days after the date mailed if mailed outside of the
United States. Until further notice, the addresses of the parties shall be as follows:
5.1 For Lender and Employee, as indicated in the Underlying Agreement.
5.2 For Company:
PRODUCTION ATTORNEY
Address
Fax No.:
Attn.:
6. REPRESENTATIONS AND WARRANTIES. Lender and Employee represent and warrant that:
6.1 Authority and Non-Interference. Lender and Employee are free to enter into this Agreement;
Lender and Employee have the right to render services in accordance with the terms and conditions
hereof; neither Lender nor Employee is subject to any obligation or disability which would interfere with or
prevent the full performance by Employee of Employee's services hereunder; and Lender and Employee
have not done, nor will Lender and/or Employee do, any act, and neither Lender nor Employee has
made, nor will Lender or Employee make, any grant or assignment, which will or might interfere with the
complete enjoyment of the rights and privileges herein granted to Company.
prepared, submitted or interpolated by Lender and/or Employee in connection with the Picture or its
preparation or production, shall be wholly original with Lender and/or Employee and shall not be copied
in whole or in part from any other work, except that material submitted to Employee by Company for
inclusion in and included in the Picture.
7. INDEMNITY. Lender and Employee shall indemnify and hold Company, its parents, affiliates,
subsidiaries, employees, directors, officers, agents, successors, assigns and licensees, and each of
them, harmless from and against any and all liabilities, judgments, claims, demands, damages, penalties,
interest, costs and expenses of every kind whatsoever (including, without limitation, reasonable attorneys'
and accountants' fees and disbursements) (collectively, "Expenses") suffered or incurred by Company,
the aforementioned parties and/or any of them, arising out of or resulting from any Default by Lender or
Employee, or any breach by Lender or Employee of Lender’s or Employee’s representations, warranties,
undertakings and/or agreements hereunder and/or resulting from Lender’s or Employee’s tortious or
negligent conduct. Company shall defend (selecting its own counsel), indemnify and hold Lender and
Employee harmless from and against any and all Expenses suffered or incurred by Lender or Employee,
arising out of or by reason of or resulting from any third party claim based upon material submitted by
Company to Employee for inclusion in and included in the Picture and/or by reason of any third party
claim arising out of Company's production, distribution and/or exploitation of the Picture; provided,
however, that the foregoing indemnification shall not apply to any Expenses or third party claims arising
out of or resulting from Lender’s or Employee's tortious or negligent conduct or from any breach of
Lender’s or Employee's covenants, representations or warranties hereunder.
8. COMMITMENTS TO OTHERS. Lender and Employee shall not have the right or authority to, and
shall not, (i) employ any person in any capacity, (ii) contract for the purchase or rental of any article or

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material, or (iii) make any commitment, agreement or obligation whereby Company shall be required to
pay any monies or other consideration, without Company's prior written consent in each instance.
9. RIGHT TO WITHHOLD. Company shall have the right to deduct and withhold from any sums payable
to Lender hereunder (i) any amounts required to be deducted and withheld by Company pursuant to any
present or future law, ordinance or regulation of the United States or of any state thereof or any
subdivision of any state thereof, or of any other country, including, without limitation, any country wherein
Lender and/or Employee performs any services hereunder.
10. INSURANCE.
Company's expense, life, health, accident, cast or other insurance covering Employee, in any amount
Company deems necessary to protect Company's interest hereunder. Neither Lender nor Employee
shall have any right, title or interest in or to such insurance. Lender and Employee shall assist Company
in obtaining such insurance by submitting to usual and customary medical and other examinations, and
by signing such applications, statements and other instruments as may be reasonably required by any
insurance company. Employee may have Employee's own physician present at any such examination
at Employee’s own expense. In the event Employee fails or is unable to qualify for such insurance at
customary rates and subject only to customary exclusions and deductible amounts (if any), Company
shall have the right to terminate this Agreement; provided, however, that Company shall not exercise
such termination right if Lender or Employee promptly pays the excess over the normal cast insurance
policy premium, but only if: (i) the condition to Employee's insurability thereunder is a single money
payment of excess premium and not a policy exclusion or any other condition related to the
production of the Picture, and (ii) Company, in Company's reasonable judgment, believes that the
cause of the premium increase does not constitute a substantial risk to the timely completion of the
Picture. During the term of this Agreement, Employee shall not travel on any chartered or unscheduled
airline or plane, unless requested to do so by Company, or engage in any conduct prohibited by any
policy of insurance obtained by Company in accordance with this Agreement.
10.2 Company's Insurance Obligations. Lender and Employee shall be covered on
Company's errors and omissions insurance policy for the Picture, subject to the restrictions,
limitations, terms and exclusions of said policy. In addition, Employee shall, as and to the extent
Employee is deemed an employee of Company, be covered on Company's general liability insurance
policy for the Picture in connection with Employee's services under this Agreement and/or the Picture,
subject to the restrictions, limitations, terms and exclusions of said policy. The foregoing shall not be
construed so as to limit or otherwise affect any obligation, representation, warranty or agreement of
Lender or Employee or so as to require Company to obtain and/or maintain any such insurance
policies.
11. MISCELLANEOUS.
11.1 Governing Law. THE INTERNAL SUBSTANTIVE LAWS (AS DISTINGUISHED FROM
THE CHOICE OF LAW RULES) OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND
PERFORMED ENTIRELY IN CALIFORNIA SHALL GOVERN (i) THE VALIDITY AND
INTERPRETATION OF THIS AGREEMENT, (ii) THE PERFORMANCE BY THE PARTIES OF THEIR
RESPECTIVE OBLIGATIONS HEREUNDER, AND (iii) ALL OTHER CAUSES OF ACTION (WHETHER
SOUNDING IN CONTRACT OR IN TORT) ARISING OUT OF OR RELATING TO THIS AGREEMENT
(OR LENDER'S OR EMPLOYEE’S ENGAGEMENT AND/OR SERVICES HEREUNDER) OR THE
TERMINATION OF THIS AGREEMENT (OR OF LENDER'S OR EMPLOYEE’S ENGAGEMENT
AND/OR SERVICES).

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11.3 Non-Waiver; Effect of Termination; Entire Agreement; Severability. No waiver by Lender,
Employee or Company of any failure by the other to keep or perform any covenant or condition of this
Agreement shall constitute a waiver of any preceding or succeeding breach of the same or any other
covenant or condition. Neither the expiration nor the termination of this Agreement for any reason
whatsoever shall affect the rights granted hereunder by Lender and/or Employee or Company's
ownership thereof, and the representations and warranties of Lender and Employee hereunder shall
survive any such expiration or termination. This Agreement constitutes the entire agreement between
Company and Lender for the services of Employee with respect to the subject matter hereof and may
only be amended by a written instrument executed by Company, Lender and Employee. If one or more
provisions of this Agreement are held to be illegal or unenforceable under applicable law, such illegal or
unenforceable portion(s) shall be limited or excluded from this Agreement to the minimum extent required
and the remaining portions of this Agreement shall be interpreted as if such portion(s) were so limited or
excluded and shall be enforceable in accordance with its terms. Each party represents and declares
that in executing this Agreement the party is relying solely upon the party’s own judgment, belief and
knowledge, and the advice and recommendations of the party’s own independently selected counsel.
This Agreement is the result of negotiations between the parties and is the joint product of the parties,
and no provision shall be construed against any party on the ground that the party drafted that
provision.
11.4 Visas and Labor Permits. Lender and Employee agree to cooperate with Company and
assist Company in securing such visas and labor permits as may be required by any governmental
agency in connection with Employee's rendition of services hereunder. If, in spite of such cooperation
and assistance, Company is unable to secure such visas and labor permits within a reasonable time
period prior to the Start Date, Company shall have the right to suspend Employee's services hereunder
until a final determination concerning such visa or labor permit is made by the applicable authority, and
Company shall have the right to terminate this Agreement, Employee's engagement and Employee's
employment hereunder if such visas and labor permits cannot be secured.
law, any damages arising out of any breach of this Agreement by Lender or Employee and may institute
and maintain subsequent actions for additional damages which may arise from the same or other
breaches. The commencement or maintaining of any such action or actions by Company shall not
constitute an election on Company's part to terminate this Agreement nor constitute or result in the
termination of Employee's services hereunder unless Company shall expressly so elect by written notice
to Lender or Employee. The pursuit by Company of any remedy under this Agreement or otherwise shall
not be deemed a waiver of any other or different remedy which may be available under this Agreement or
otherwise, either at law or in equity.
11.6 Lender’s and Employee's Remedies. The rights and remedies of Lender and Employee in
the event of any breach by Company of this Agreement or any of Company's obligations hereunder shall
be limited to Lender’s and Employee's right to recover damages, if any, in action at law, and Lender and

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Employee hereby waives any right or remedy in equity, including without limitation any right to terminate
or rescind this Agreement or Company's ownership of the Picture or the Results and Proceeds or any
other right granted to Company hereunder and/or to seek injunctive or other equitable relief with respect
to any breach of Company's obligations hereunder and/or to enjoin or restrain or otherwise impair in any
manner the production, distribution, exhibition or other exploitation of the Picture, or any parts or
elements thereof, or the use, publication or dissemination of any advertising in connection therewith.
the payment of such reduced compensation shall be deemed to constitute full performance by Company
of its obligations respecting the payment of compensation hereunder. The balance of such
compensation, if any, shall be paid if and when, if ever, such law, governmental order or regulation is
lifted or removed.
11.9 Assignment. Company shall be free to assign this Agreement and its rights hereunder, and
to delegate its duties, obligations and liabilities hereunder, at any time and from time to time, in whole or
in part, to any person or entity and upon such assignment Company shall be released and discharged of
and from any and all of its duties, obligations and liabilities hereunder if such assignment is to: (i) a
person or entity into which Company merges or is consolidated or (ii) a person or entity which acquires all
or substantially all of Company's business and assets or (iii) a person or entity which is controlled by,
under common control with, or controls Company or (iv) any major or "mini-major" motion picture
company, United States television network or (v) other financially responsible party who assumes in
writing the performance and obligations of Company hereunder to be performed from and after such
assignment. Neither Lender nor Employee may not assign this Agreement or Lender’s and/or
Employee's rights hereunder, or delegate Lender’s and/or Employee's duties under this Agreement in
whole or in part.
12. FURTHER INSTRUMENTS. Lender and Employee shall duly execute, acknowledge and deliver to
Company or cause to be executed, acknowledged and delivered to Company, any and all assignments
or instruments which Company may deem necessary to carry out and effectuate the purposes and intent
of this Agreement, including, without limitation, separate assignments of any rights granted by Lender
and Employee in this Agreement. In the event Lender or Employee fails to execute any such instrument
within 5 business days after Company’s written request therefore, unless a shorter period of time is
reasonably required by Company, Lender and Employee hereby irrevocably appoint Company as
Lender’s and Employee's attorney-in-fact, which appointment shall be deemed a power coupled with an
interest, with full rights of substitution and delegation, to execute, acknowledge and deliver any such
instruments in Lender’s and/or Employee's name and on Lender’s and Employee's behalf. Company
agrees to provide Lender or Employee with a courtesy copy of any such document that Company
executes on behalf of Lender and Employee, provided that a failure to do so shall not constitute a
breach of this Agreement.

Jj: CONTRACTS – CREW - Post Production Supervisor-Cert. of Results & Proceeds
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EXHIBIT A-1
CERTIFICATE OF RESULTS AND PROCEEDS
(“AGREEMENT”)
For good and valuable consideration, the receipt and sufficiency of which is acknowledged by me,
___________, I hereby certify that all work and other material of whatever kind or nature, whether written, unwritten
or to be written, furnished or to be furnished by me, and all of the results and proceeds of my services (which I
acknowledge have been and/or will be rendered in collaboration with others) in connection with the motion picture
production presently entitled “TITLE” (“Project”) (all such work and other material and results and proceeds being
referred to collectively herein as the "Material"), was and/or will be solely created by me as a "work-for-hire"
specially ordered or commissioned by COMPANY FORMED FOR FILM, LLC (“Producer"), with Producer being
deemed the owner of all rights of every kind or nature in and to the Material (including but not limited to all
copyrights, trademarks and tradenames, logos, designs and trade dress in each of the foregoing and all registrations,
applications, renewals and extensions thereof worldwide), in all media now known or hereafter devised, for all now
known or hereafter existing uses, versions (including, without limitation, digitized versions), media, forms, means
and methods including without limitation all television (including, without limitation, digitized television), motion
picture, literary, dramatic, musical, stage play, theme park, publishing, merchandising, recording, mechanical, radio,
videocassette and video and laser disc, video and computer games, internet, any computer-assisted media (including
without limitation CD-ROM, CD-I and similar disc systems, interactive media and multimedia and other devices
and/or methods now existing or hereafter devised), and all allied, ancillary and subsidiary rights and uses thereof,
with the right to make all uses and disposition of the Material by any and all means and in any and all media and in
any and all versions (including without limitation digitized versions) now known or hereafter devised, throughout the
universe and to make all changes in the Material as Producer deems necessary or desirable.
I hereby assign to Producer in perpetuity all rental and lending rights under national laws (whether
implemented pursuant to the EC Rental and Lending Rights Directive or otherwise) to which I may now be or
hereafter become entitled with respect to the Material. I hereby waive all rights of "Droit Morale" or "Moral Rights
of Authors" or any similar rights or principles of law which I may now or later have in the Material.
I warrant and represent that I have the right to execute this document and that the Material does not and shall
not, to the best of my knowledge, defame, or disparage any person or entity or infringe upon or violate the rights of
privacy, publicity or any other rights of any kind or nature whatsoever of any person or entity, and that to the best of
my knowledge, the Material is not the subject of any litigation or of any claim that might give rise to litigation. I shall
indemnify and hold harmless Producer, the corporations comprising Producer, its and their employees, officers,
agents, assigns and licensees from and against any and all liability, claims, costs, damages, and expenses (including
reasonable attorneys’ fees and court costs, whether or not in connection with litigation) arising out of any breach or
alleged breach of my representations, warranties and agreements hereunder or under this Agreement. Producer shall
indemnify the undersigned, and hold the undersigned harmless from and against any and all liability, claims, costs,
damages, and expenses (including reasonable attorneys' fees) arising out of, resulting from, based upon or incurred
because of materials specifically furnished by Producer for use by me hereunder.
To the extent the Material or any portion thereof may ever be determined not to be a "work-for-hire," I
hereby irrevocably and exclusively assign and/or grant to Producer all right, title and interest thereto (including
without limitation all of the rights described in this certificate). I agree to execute any documents and do any other
acts as may be reasonably required by Producer or its assignees or licensees to further evidence or effectuate
Producer's rights as set forth in this Agreement. Upon my failure promptly to do so within three (3) business days
following receipt thereof, I hereby appoint Producer as my attorney-in-fact for such purposes (it being acknowledged
that such appointment is irrevocable and coupled with an interest) with full power of substitution and delegation.

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All rights granted or agreed to be granted to Producer under this Agreement will vest in Producer
immediately and irrevocably and will remain perpetually vested in Producer, its successors or assigns. I further
acknowledge that (i) in the event of any breach by Producer hereunder, I will be limited to my remedy at law for
damages, if any, and will not have the right to terminate or rescind this Agreement or any of the rights granted
hereunder, or to enjoin the development, production, distribution, advertising or exploitation of the Project, or the
Material (or any portion thereof), (ii) nothing herein shall obligate Producer to use my services or the results or
proceeds thereof in the Project or to produce, advertise or distribute the Project, and (iii) this Agreement shall be
governed by the laws of the State of California applicable to agreements executed and to be performed entirely
therein.
I agree to keep and retain in the strictest confidence all information and materials disclosed to or obtained by
me concerning or relating to the Project, including without limitation, matters involving the script, personnel, cast,
crew, budgets, production locations, business affairs of Producer, and any other information or material relating to
Producer and/or the Project (collectively, "Confidential Information"). I shall not at any time directly or indirectly, in
any way, reveal, report, publish, disclose, transfer or otherwise use any of the Confidential Information without the
express prior written consent of Producer. Upon request of Producer, I will promptly deliver to Producer all materials,
including any copies or reproductions, in my possession containing any Confidential Information and all other property
either belonging to Producer or containing Confidential Information. I understand and agree that Producer solely will
control issuance of all publicity, press releases and press conferences related to the Project. I agree not to participate
in any publicity, press releases, press conferences or speak with the press in any respect in connection with the Project
without the express consent of Producer.
Producer's rights with respect to the Material and/or my services may be freely assigned and licensed, and
shall be binding upon me and inure to the benefit of any such assignee or licensee. This Agreement shall be binding
upon me, my heirs, executors, administrators, licensees, associates, affiliates, legal representatives, successors and
assigns. This Agreement constitutes the entire understanding and agreement with respect to the subject matter hereof
and cannot be amended except by a written instrument signed by the parties hereto. The provisions of this Agreement shall
survive the expiration or termination of my services and my work in connection with the Project.
All credit provisions herein, if any, are for credit issued by/under the control of Producer and are subject to
customary distributors’/exhibitors’ exclusions and exceptions. All other matters with respect to my credit shall be
determined by Producer in its’ sole discretion. No casual or inadvertent failure to comply with the credit provisions
herein, if any, nor any failure by third parties to comply with their agreements with Producer shall constitute a breach of
this Agreement by Producer.
My rights and remedies in the event of any breach by Producer of this Agreement or any of Producer's
obligations hereunder shall be limited to my right to recover damages, if any, in action at law, and I hereby waive any
right or remedy in equity, including without limitation any right to terminate or rescind this Agreement or Producer's
ownership of the Picture or the Material or any other right granted to Producer hereunder and/or to seek injunctive or
other equitable relief with respect to any breach of Producer's obligations hereunder and/or to enjoin or restrain or
otherwise impair in any manner the production, distribution, exhibition or other exploitation of the Picture, or any parts or
elements thereof, or the use, publication or dissemination of any advertising in connection therewith.
Producer shall be free to assign this Agreement and its rights hereunder, and to delegate its duties, obligations
and liabilities hereunder, at any time and from time to time, in whole or in part, to any person or entity and upon such
assignment Producer shall be released and discharged of and from any and all of its duties, obligations and liabilities
hereunder. I may not assign this Agreement or my rights hereunder, or delegate my duties under this Agreement in whole
or in part.
I shall duly execute, acknowledge and deliver to Producer or cause to be executed, acknowledged and delivered
to Producer, any and all assignments or instruments which Producer may deem necessary to carry out and effectuate the
purposes and intent of this Agreement, including, without limitation, separate assignments of any rights granted by me in
this Agreement. In the event I fail to execute any such instrument within three (3) business days after Producer’s request

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therefore, unless a shorter period of time is reasonably required by Producer, I hereby irrevocably appoint Producer as my
attorney-in-fact, which appointment shall be deemed a power coupled with an interest, with full rights of substitution and
delegation, to execute, acknowledge and deliver any such instruments in my name and on my behalf.
Without limiting the foregoing, any provision of this Agreement which is invalid, illegal or unenforceable in any
jurisdiction will, as to that jurisdiction, be ineffective only to the extent of such invalidity, illegality or unenforceability,
without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provision of
this Agreement invalid, illegal or unenforceable in any other jurisdiction.
I hereby acknowledge and certify that I have read and understand this Agreement and that I agree to abide by the
terms of this Agreement.
Dated as of ___________
POST PROD. REPRESENTATIVE

Kk: CONTRACTS – PAYROLL AGREEMENT
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155
DATE
The following, when executed by you and by us, constitutes our agreement. We cannot commence any service on your behalf until you
have signed below and returned a copy of this letter to us.
1. Union Contracts
a. We honor the union collective bargaining agreement with respect to movie productions of Screen Actors Guild
(“SAG”) (referred to as the “Code”). Unless as otherwise provided in paragraph 1.b. hereof, you acknowledge that
you are signatory to the Code identified on the last page of this agreement and otherwise meet all requirements of the
Code you have designated and will abide by the rules and regulations of such Code. In the event we provide services
with respect to any other unions(s), you and we further agree to abide by the rules and regulations of such other
unions(s) to the extent one of us is a signatory to the collective bargaining agreements of any such unions(s).
b. Notwithstanding the provisions of paragraph 1.a. hereof, in the event you are not or fail to remain a signatory of the
SAG Code, in the event of termination of this agreement either by its terms or for any other reason, you hereby agree
that all movie productions produced by you for which we have provided services hereunder are subject to the SAG
Code (“Covered Movie Production”). In that connection and solely with respect to the Covered Movie Production,
you agree expressly for the benefit of SAG and their members affected thereby to make all payments as provided in
said Code and all Social Security, withholding, unemployment insurance and disability insurance payments and all
appropriate contributions to the SAG Pension and Health Plans required under the provisions of said Code with
respect to any and all such payments and to comply with the provisions of said Code, including specifically the
arbitration provisions and procedures contained therein, with respect to the performance of such Covered Movie
Productions and required records and reports. It is expressly understood and agreed that your right to the performance
of Covered Movie Productions shall be subject to and conditioned upon the prompt payment to the actors involved of
all compensation as provided in said Code. SAG on behalf of the actors involved, shall be entitled to injunctive relief
in the event such payments are not made. You further agree to indemnify and hold us harmless in the event SAG
should proceed against us on account of your failure to so abide by the terms and conditions of the Code.
2. We agree to furnish the following services for you during the term of this agreement:
a. We will make all payments, where required by the Code, owing to all actors for your Covered Movie Productions and
issue individual checks to each actor, itemizing each payment in detail and making all proper deductions and
payments.
b. We will make all pension and health payments required by the Code.
c. We will file all applicable payroll reports for all payments to government agencies and unions, and we will
pay all required payroll taxes and all workmen’s compensation, unemployment and sickness insurance payments.
d. We will furnish you with itemized invoices for all fees and payments made by us and all expenses incurred by us.
e. We will also handle routine actors and union inquiries. No commitments on your behalf will be made by us to such
actors or unions without your prior approval.
3. You agree to supply us with completed reports, in a form agreed upon, and in the event you shall fail to complete and submit
such forms to us on a timely basis, we cannot be responsible for the timeliness or accuracy of any payments or services
provided by us hereunder which require information included in such reports.
4. We will assume all responsibility for the accuracy of the payments made by us in accordance with your reports and will
indemnify and hold you harmless with respect to any claims or actions, whether from actors, unions, government agencies or
others, relating to the failure by us to make the payments required hereunder or to timely make such payments; or to maintain,
transmit or file the appropriate information; or to timely transmit or file the same; all provided that you submit to us the
accurate and timely information as required in this agreement. Notwithstanding the foregoing, you will reimburse us for
payments made to correct miscalculations, which result in underpayment to actors, provided that your total cost will not exceed
the amount that would have otherwise been due on an accurate calculation. You agree to indemnify and hold us harmless with
respect to any claims asserted, or actions instituted, against us by or on behalf of any actor employed or retained hereunder, or

TITLE/Agreements
156
by the labor organizations representing such actors, based on your alleged failure to comply with the applicable collective
bargaining agreement.
5. No actor commitments of any nature will be made by us on your behalf without your specific consent.
6. Compensation
a. As compensation for our services, we will be entitled to a commission of 4 percent or a minimum of $100 per invoice
of all wages made by us.
b You shall reimburse us at cost for reasonable out-of-pocket expenses that are actual and verifiable, such as long
distance telephone calls and local messenger services incurred by us in the performance of this agreement. It is
understood that any costs over $100 would first need to have the approval of Marvin V. NexTV at your office.
Additionally, Netpay will provide documentation substantiating these expenses.
7. Reports
a. You will be responsible to submit to us an accurate Session/Shooting Report (including W-4 and I-9 forms (Pursuant
to P.14) and employment contracts, if applicable) immediately following said Session/Shooting.
b. You will pay our invoices so that we shall receive checks in full, inclusive of our compensation pursuant to
Paragraph 6.a hereof, upon your receipt of our invoices. You will assume responsibility for any late penalties due to
your failure to comply with Paragraph 7.a. We will not be held responsible for making actors payments unless we
have received payment in full from you of our invoices. If payment is delinquent, in whole or in part, including our
compensation pursuant to Paragraph 6.a, we shall notify you in writing and if said delinquency is not cured within
five (5) business days, we shall have the right to immediately terminate this agreement. In the event of such
termination, you shall assume full responsibility for any actors or payments of Code requirements and agree to
indemnify and hold us harmless in connection therewith.
8. Workmen’s Compensation
a. We will provide and assume full responsibility for all workmen’s compensation coverage to all actors who are
payrolled by us under this agreement.
9. In the event that there shall be any dispute with any actor hired by you, or the actor’s representatives, or union to which the
actor belongs, we will promptly inform you thereof, and you shall determine in what manner to proceed and whether to settle,
arbitrate or otherwise dispose of such matters, all at your cost and expense. In the event such dispute shall arise from a failure
by us to perform our obligations hereunder, any such settlement, negotiation, arbitration or other proceedings shall be at our
cost and expense, provided, however, that your directions to us, your proposed procedure and disposition, and the costs and
expenses incurred shall be reasonable. In any event, we shall keep each other informed of the details and progress of any
dispute and shall be paid in same at the full amounts indicated in each invoice.
10. Other than as provided in paragraph 7.b hereof, in the event of a breach of any of the provisions contained herein, either party
may cancel this agreement by notifying the other party of said breach in writing, provided said breach is not cured within
fifteen (15) days. All indemnifications provided shall apply to all costs incurred by the indemnified party, including Code
penalties, actors payments, and counsel fees.
11. The term of this agreement will be an indefinite period commencing on the date this agreement is executed and will continue
until terminated either by you or by us with at least 90 days’ written notice of termination. Upon termination of this agreement,
we will forward to you all books and records, including contracts, relating to your account. Neither the expiration not
termination of this agreement shall relieve you from reimbursing us in full for any payments made by us to or on behalf of any
person payrolled by us for your benefit including, but not limited to, gross wages, allowances, and all applicable union Pension
and Health Fund payments, payroll taxes, and our compensation required on such payments pursuant to paragraph 6.a hereof.
12. This agreement comprises the entire agreement of the parties and there are no other agreements or understandings,
written or oral, between the parties relating to this agreement. Any amendment to this agreement must be in writing and signed
by both parties.
13. For purposes of immigration laws only, we shall be regarded as the employer of record for income tax and FICA withholding
purposes only. You shall be responsible for completion of such forms as are required by the immigration laws of the United
States, including form I-9’s, and will indemnify and hold us harmless in connection therewith. We will provide you with

TITLE/Agreements
157
reasonable assistance in connection with any such Form requirements, but cannot assume responsibility since you or your
agents are actually auditioning and casting actors.
14. You agree to assume responsibility for any unauthorized use, including violations of performer’s rights of privacy or publicity,
unless such authorized use is a result of our negligence or other breach of this agreement.
15. This agreement shall be construed in accordance with the laws of the State of California for contracts wholly performed
therein, without regard to conflict of law principals. Venue and jurisdiction of all controversies between you and us shall be
within the state and federal courts in the State of California.
If the above accords with your understanding and agreement, kindly indicate your consent hereto by signing in the place
provided below.
Very truly yours,
NETPAY INCORPORATED
By:_________________________________
ACCEPTED AND AGREED:
___________________________________________
Company Name
By:___________________________________________
Signature of Officer
___________________________________________
Print Name
___________________________________________
Title
Dated:______________________
BANK REFERENCES
Bank name and address:
____________________________________________
____________________________________________
Name of bank representative:
____________________________________________
Bank account number:
____________________________________________
Bank phone number:
____________________________________________
SIGNATORY STATUS YES/NO
SAG________________________

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