Draft Screenplay Option and Rewrite Agreement
NAME OF PRODUCTION COMPANY
WEB ADDRESS
MAILING ADDRESS
CONTACT PHONE
DRAFT SCREENPLAY PURCHASE AND REWRITE AGREEMENT
As of DATE
Re: “TITLE OF SCREENPLAY”
Dear NAME OF SCREENWRITER
The following confirms the basic terms of the agreement between you, NAME OF SCREENWRITER ("Artist"), and NAME OF PRODUCTION COMPANY ("Producer"), with respect to the development and production of a motion picture (the "Picture") based upon Artist's original motion picture screenplay now entitled “TITLE OF PRODUCTION” (which together with the title, ideas, plot, themes, contents, products, characters, translations, and other versions thereof whether now existing or hereafter created is referred to herein as the "Material").
Purchase Price: The Purchase Price shall be AMOUNT IN WORDS ($) in kind, plus PARTICIPATION PERCENTAGE IN WORDS (%) of the final bonded budget for the Picture exclusive of financing charges, bonding costs, overhead, if any, and contingency.
Rights Acquired: Producer hereby acquires and Artist hereby irrevocably pre-assigns and assigns all right, title, and interest in and to the Material and the title thereof in all media now or hereafter known throughout the universe in perpetuity including, without limitation, all literary rights (including, without limitation, copyright, trademark and patent), all motion picture rights, all television rights (including, without limitation, live, free, pay, cable, long form, and series television rights) and all allied, ancillary, subsidiary and incidental rights, including, without limitation, prequel, sequel and remake rights, music publishing, novelization, videocassette, videodisc, DVD, laserdisc rights, and CD-ROM, CD-1, interactive and multi-media rights and any and all online Internet rights, digital entertainment, animation, theme park, soundtrack recording, commercial tie-in and merchandising rights and promotional and advertising rights (including, without limitation, printed synopses and 10,000 word excerpt publication rights and the right to broadcast, over radio, television and all other media, advertisements with respect to productions produced hereunder). The rights herein granted include the right to distribute, transmit, exhibit, broadcast and otherwise exploit all productions produced pursuant to this Agreement by means of any and all media and devices, whether now known or hereafter devised, in perpetuity and in any and all markets/territories whatsoever throughout the universe. Producer may in its discretion make any and all changes in, additions to, and deletions from the Material and Artist waives any and all so-called moral rights, droit morale, or any similar rights, of authors. Nothing contained in this Agreement shall be construed as requiring Producer to exercise or exploit any of the rights granted to or acquired by Producer under this Agreement.
In addition to the foregoing, Producer shall be the sole and exclusive owner of the Material and all the results and proceeds of Artist's services hereunder and all copyrights (and extensions and renewals thereof) in all the foregoing, and shall have the exclusive right in perpetuity to use, exploit, advertise, exhibit and otherwise turn to account any or all of the foregoing, in any and all media, whether now known or unknown, throughout the Universe, in perpetuity, in all languages, as Producer, in its sole and unfettered discretion shall determine. Any materials written or otherwise contributed by Artist hereunder are intended by Artist and Producer to be a "work-made-for-hire" by Artist pursuant to Section 201 of Title 17 of the United States Code and Producer shall be the sole owner thereof regardless of whether Producer exercises the Option. Producer may change, alter, add to, strike from or rearrange all or any part of the Material or any other material as Producer sees fit.
To the extent any jurisdiction shall not recognize or shall have exception to the foregoing "work made for hire" doctrine, Artist hereby irrevocably assigns, licenses and grants to Producer, throughout the universe, irrevocably, in perpetuity, 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 means and in any media now known or hereafter devised as may be conferred upon Artist under applicable laws, regulations, or directives, including, without limitation, any so-called "Rental and Lending Rights" pursuant to any European Economic Community ("EEC") directives and/or enabling implementing legislation, laws or regulations enacted by the member nations of the EEC. Writer hereby acknowledges receipt of equitable remuneration with respect to said "Rental and Lending Rights" and hereby waives any benefit of any provision of law known as "droit moral" or any similar or analogous law, regulation, or decision in any country of the world.
In the event Artist pursuant to any applicable law or regulation retains any rights in and to Artist's work product or the Material that cannot be assigned to Producer, Artist hereby unconditionally and irrevocably waives the enforcement of all such rights, and all claims and causes of action of any kind with respect to any of the foregoing against Producer, its distributors, licensees and assigns, whether now known or hereafter to become known and agrees, at the request and expense of Producer and its successors, licensees and assigns, to consent to and join in any action to enforce such rights and to procure a waiver of such rights from the holders of such rights, if any, including without limitation, Artist, his successors, representatives, heirs, and assigns. In the event, that Artist retains any rights in and to Artist's work product and the Material that cannot be assigned to Producer and cannot be waived, Artist hereby grants to Producer and its successors, licensees and assigns, an exclusive, perpetual, worldwide, royalty-free license to reproduce, distribute, modify, change, publicly perform, and publicly display, with the right to sublicense and assign such rights in and to said work product and Material including, without limitation the right to use in any way whatsoever said work product and Material.
Development and Writing Services: Artist agrees to cooperate and assist Producer in the development and/or production of the Picture by performing at the option of the Producer the following writing services as an "employee-for-hire" of Producer in connection with the Material. It is understood that Artist shall have the first opportunity to perform said services, provided that he is ready, willing, able, and available to so perform said services on a timely basis. Provided that Artist is available when required by Producer, Artist agrees to render all writing services required by Producer hereunder customarily rendered by writers for a first-class theatrical motion picture in the motion picture industry, as, when and where reasonably required by Producer. Artist shall, to the best of his ability, incorporate into the Material all of Producer's reasonable instructions, requirements and suggestions. Artist's services shall be exclusive during all writing periods hereunder and non-exclusive, but on a first-priority basis at all other times. In this regard, Artist agrees that Artist will be available to and shall commence all writing services required hereunder not later than AMOUNT OF WEEKS IN WORDS (#) week after Producer furnishes Artist with its instructions, requirements, and suggestions, and orders the relevant writing services. If Artist is not available to perform said services in accordance with the terms hereof, Producer shall have no further obligation to engage Artist in connection with any rewrites, revisions, or polishes of the Material. Subject to Artist's performance of all writing services hereunder and provided Artist is not in material breach or material default hereof, Producer shall pay Artist and Artist shall accept as full and complete consideration for all writing services rendered pursuant to this Agreement, the following sums for the following services:
(a) First Rewrite: Artist shall write a first rewrite of the Material ("First Rewrite") in consideration of a writing fee ("Writing Fee") of AMOUNT IN WORDS ($) payable 1/2 thereof upon commencement of the First Rewrite and 1/2 thereof upon exercise of the Option on the Material hereunder. Artist shall commence the First Rewrite on a date designated by Producer and shall deliver the First Rewrite to Producer not later than four (4) weeks thereafter. Producer shall have a reasonable reading period from delivery of the First Rewrite within which to make notes and furnish Artist with proposed changes.
(b) First Polish: Upon written notice to Artist from Producer, Artist shall commence writing a polish ("Polish") of the Material in consideration of a Writing Fee of AMOUNT IN WORDS ($) payable 1/2 hereof upon commencement of the Polish and 1/2 thereof upon exercise by Producer of the Option on the Material hereunder. Artist shall deliver the Polish to Producer not later than four (4) weeks after commencement of the Polish.
Services: At all times during the term of Artist's services hereunder, Artist agrees that Artist will promptly and faithfully comply with all of Producer's reasonable instructions, directions and requests; and that he will perform his services conscientiously and to the full limit of his talents and capabilities when and wherever reasonably required or desired by Producer and in accordance with Producer's instructions and directions in all matters, including those involving artistic taste and judgment.
Control: Producer shall have complete control of the production of the Picture including, but not limited to, all artistic controls and the right to cut, edit, add to, subtract from, arrange, rearrange and revise the Material, any revisions thereto, and the Picture in any manner.
Name and Likeness: Producer shall have the right to use and authorize others to use the name, approved photograph, voice, approved likeness and approved biography of Artist, and any results and proceeds of his services hereunder, to advertise and publicize the Picture including but not limited to the right to use the same in the credits of the Picture, in trailers, in commercial tie-ups, and in all other forms and media of advertising and publicity including merchandising, publications, records and commercial advertising and publicity tie-ups derived from or relating to the Picture provided such use is not a commercial endorsement by Artist. In connection with the foregoing rights, Artist shall promptly, upon request, furnish Producer with pre-approved stills, likeness, if available, and a pre-approved biography for such use and Producer agrees to use same.
Credit: Provided that Artist shall fully and completely keep and perform all of his material obligations and agreements hereunder, and is not in material default, Artist shall receive credit on the positive prints and/or tape for the Picture and in all paid advertising (subject to customary entertainment industry exclusions) issued by or under the direct control of Producer. Except as expressly provided hereinabove, Producer shall determine in its sole discretion the manner of presenting and the size of such credits. No casual or inadvertent failure to comply with the provisions of this paragraph or failure of any third party to comply with same shall be deemed to be a breach of this Agreement by Producer. Producer shall nevertheless use its good faith efforts to prospectively cure such failure to comply with the credit obligations hereunder on materials created in the future.
Additional Documents: Artist agrees to execute such additional documents consistent herewith as Producer shall require in order to effectuate the terms and conditions of this Agreement including, the Short Form Option attached hereto as Exhibit “1”, Assignment of Rights (which Assignment shall only be effective if Producer exercises the Option hereunder) attached hereto as Exhibit "2", and the Certificate of Authorship attached hereto as Exhibit "3". In the event that Artist fails or refuses to execute such documents or instruments in a timely manner, after a reasonable opportunity to review same, Artist hereby irrevocably appoints Producer his attorney in fact to execute such documents or instruments consistent with the terms hereof on Artist's behalf, such appointment and power being coupled with an interest with full powers of substitution and delegation.
Warranties, Representations and Indemnities: Artist represents and warrants that Artist is the sole owner of all rights, title and interest in and to the Material; that no part of the Material is in the public domain and all of the Material enjoys or will enjoy either statutory or (to the extent it may exist) common law protection in the United States; that all literary material of any kind written, authored prepared, composed or submitted by Artist hereunder shall be wholly original with him; Artist has not heretofore and will not during the term of this Agreement sell, assign or otherwise convey any rights in and to the Material; that to the best of Artist's knowledge, nothing contained in the Material or the revisions thereto libels, slanders, defames, violates any copyright, common law or other right, or otherwise infringes upon any right of any third party; that Artist has the right to enter into this Agreement render the required services hereunder and grant the rights granted to Producer hereunder; and that there are no liens, claims or encumbrances which in any way limit, derogate from, interfere with, or restrict the full and complete exercise of the rights granted to Producer hereunder. Subject to the provisions of Article 28 of the WGA Agreement, if applicable, Artist hereby agrees to indemnify Producer from and against any and all claims, liabilities, penalties, costs, and expenses (including reasonable outside attorneys' fees) arising out of or in connection with any and all breaches of Artist's representations, warranties and undertakings hereunder. Producer hereby reciprocally indemnifies Artist from claims arising from material added to the Material by Producer or at Producer's request. Artist agrees that Producer shall have the sole right to control the legal defense against any claims, demands, or litigation, including the right to select counsel of its choice (it being understood that Artist may have the right to separate counsel at Artist's sole expense) and in any event Producer shall have the final and controlling authority to compromise or settle any such claims, demands, or litigation.
Notices:
(a) All notices (including, without limitation, all copies of notices of delivery of Artist's work product hereunder) hereunder shall be in writing and shall be sent by personal delivery, mail, telegram, or fax. If a notice is intended for Producer it shall be addressed to NAME OF PRODUCER, c/o NAME OF PRODUCTION COMPANY, MAILING ADDRESS, Telephone: CONTACT NUMBERor to such other address which Producer shall designate in writing; and if intended for Artist it shall be sent NAME OF SCREENWRITER, ADDRESS.
(b) The specific individual designated by Producer to order and receive all writing services of Artist hereunder NAME OF OFFICER at the address noted for Producer above.
Non-WGA: The Producer is not a signatory of WGA. The Picture is not being produced under WGA or any other guild or collective bargaining agreement.
No Right to Contract: Artist acknowledges and agrees that he has no right or authority to and will not employ any person to serve in any capacity, nor contract for the purchase or rental of any article or material, nor make any commitment or agreement whereby Producer shall be required to pay any monies or other consideration or which shall otherwise obligate Producer, without Producer's express prior written consent.
Assignment: Producer may transfer and assign this Agreement or all or any of its rights hereunder to any person, firm or corporation, but Producer shall remain secondarily liable for its obligations hereunder unless such transfer or assignment is to a major motion picture studio or distributor as that term is commonly understood in the motion picture business, in which event Producer shall be relieved of all further obligations hereunder. This Agreement shall inure to the benefit of Producer's successors, licensees and assigns. Artist shall not assign or transfer this Agreement, or any of his rights or obligations hereunder, it being understood that the obligations and duties of Artist are personal to Artist, and any purported assignment shall be void. Artist shall nevertheless have the right one (1) time only to assign his right to receive money hereunder to one (1) person or entity.
Limitation of Remedy: All rights assigned, transferred, conveyed, or licensed by this Agreement shall be irrevocable under all or any circumstances and shall not be subject to reversion, rescission, termination or injunction. Artist agrees that Artist shall not have the right to enjoin the exhibition, distribution or exploitation of any motion picture produced hereunder or to enjoin, rescind or terminate any rights granted, transferred, conveyed, or licensed to Producer hereunder. Artist further agrees that Artist's sole remedy in the event of any default by Producer hereunder, including the failure by Producer to pay Artist the consideration payable to Artist for the rights and services of Artist pursuant hereto, or to accord Artist credit (to the extent that Producer is obligated to accord Artist such credit) pursuant hereto, shall be an action at law for damages. At all times, the Producer shall have all rights and remedies that it has at law or in equity, pursuant hereto or otherwise.