Fill and Sign the Agreement Series Sample Form

Agreement to Direct a Television Series Agreement (the Agreement ) made on the ________________ (date) , between _____________________ (Name of Director) of _____________________________ _____________________________________________ (street address, city, state, zip code) , referred to herein as Director , and ___________________________ (Name of Production Company) , a corporation organized and existing under the laws of the state of ______________, with its principal office located at ____________ _____________________________________________________ (street address, city, state, zip code) , referred to herein as Company . 1. Engagement of Services A. Company hereby employs Director, and Director accepts such employment, upon the terms and conditions herein contained to provide the services as the director of a ________ minute series presently entitled ______________________ (Name of Series) , hereinafter called the Series. Director shall render services in connection with rehearsals, production, photography, trailers, promotionals, and other film or tape material to be exhibited in connection with the Series, and otherwise in connection therewith during the term of this Agreement. B. The services to be rendered by Director hereunder shall include all services usually and customarily rendered by and required of persons employed in a similar capacity in the television industry as a Director, and such other services as may be required of Director by Company from time to time. C. Director shall render all services required hereunder at such studio or otherwise as Company may from time to time designate, or such other place or places as reasonably required by Company from time to time during the term hereof. Director shall render all services under the supervision, direction and control of Company, and Director shall perform all services in a diligent and conscientious manner, and to the best of Director’s ability. Director shall comply promptly and faithfully with all reasonable instructions, directions, requests, rules and regulations (including those relating to matters of artistic taste and judgment) made or issued by Company. 2. Commencement of Services Director shall render exclusive services to Company commencing on or About _________________ (date) or such other date as Director and Company shall mutually determine, and said services shall continue for a period of not less than _________ (number) days until the completion of Director’s services hereunder. Principal photography is presently scheduled to begin on or about _______________ (date) . 3. Cutting Authority: Director shall have final cutting authority. 4. Payment A. Base Salary As full and complete compensation for all services rendered and the rights granted by Director to Company hereunder, Company agrees to pay Director and Director agrees to accept a salary of $___________.The Base Salary will be payable in equal monthly installments on Company's standard payroll day. B. Additional Consideration In addition to the Base Salary payable to Director as set forth above, Director will be entitled to receive the following sums set forth below: 1. Residuals: With respect to all programming on which Director renders his services hereunder, Director will be entitled to receive additional compensation of $___________ for each episode of the series. The foregoing constitute one-time payments for each episode of any series for which Director renders services hereunder. 2. The residuals, less any applicable deductions required by law will be payable within ______ (number) days following the initial exploitation of the series episodes. 3. The residuals will be payable to Director during and after the expiration of the Term of this Agreement. Such residuals will be payable to Director after the expiration of the Term at the same time and in the same manner as if such were payable during the Term. C. Fringe Benefits Director will be entitled to the following fringe benefits, which benefits will terminate upon the expiration of the Term hereof or the termination of Director's services as provided for herein. 1. Medical Insurance: Director will be eligible to participate in Company's medical and health plan or other similar benefit plans generally made available to other employees of Company in accordance with the terms thereof, as such terms may change from time to time and subject to Director cooperating with and successfully passing any medical examinations required in connection with such benefits. 2. Life Insurance: Provided Director qualifies for life insurance at normal premium rates, Company will pay for the premiums on a $__________ term life insurance policy during the Term. 5. Office Company will provide Director with a suitable, furnished office for Director's sole use wherever Company maintains its principal offices, prepaid parking, and will employ a secretary or an assistant reasonably approved by Director for Director's sole use at a salary approved by Company. 6. Expenses Director will be regularly reimbursed (no less frequently than monthly) for all necessary and reasonable business expenses incurred by Director in the scope of Director's engagement hereunder upon submission of itemized expenses (together with original receipts wherever possible) in the manner and at the time specified by Company. If any expenses are substantial or exceed the parameters of Company's normal expense reimbursement procedures, Director will obtain the approval of Company prior to incurring such expense. 7. Business Travel When required by Company to render services at an overnight location outside of Director's city of residence, Company will provide or reimburse Director for the cost of round-trip, business class transportation and business class hotel accommodations in accordance with Company policy with respect to such matters. 8. Car Allowance Company will provide Director with a monthly car allowance during the Term in the amount of $__________, payable on a monthly basis. 9. Vacation Director will be entitled to annual paid vacations in accordance with the vacation policy of Company. 10. Capacity to Contract Director will have no right or authority to and will not employ any person in any capacity, nor contract for the purchase or rental on behalf of Company of any materials nor incur any obligations on behalf of Company whereby Company is required to pay any monies or incur liability, without the prior consent of Company. Notwithstanding the foregoing, Company agrees that Director will have the right to employ persons and make obligations on behalf of Company provided such elements are contained within a budget previously approved by Company. 11. Work for Hire A. Company shall own all rights in perpetuity in the Film, including all copyrights and trademarks therein, in all media, in all forms and by every method now known or hereafter created, and in all of the results and proceeds of Director’s services hereunder (the Work ). Director acknowledges that the Work is a work specially ordered by Company for use as part of the television production, and, therefore, the Work shall be deemed “work made for hire” under section 101 of the Copyright Act of 1976 as amended; but in the event it is determined that the Work in whole or in part is not “work made for hire,” Director hereby irrevocably assigns, conveys, and transfers to Company all proprietary rights he may own, including all copyrights and trademarks throughout the world in perpetuity in and to such Work and any and all rights of, and titles and interest in and to all proprietary rights in the Work throughout the world in perpetuity. Such assignment shall also include the goodwill associated with any trademarks assigned herein. B. Without in any way limiting the generality of the foregoing, the rights herein granted to Company shall include all motion picture, television, radio, dramatic, publication, merchandising, and all other rights in and to the Work and the Films, including the sole and exclusive right to photograph, perform, exhibit, not exhibit, distribute, reproduce, transmit, broadcast or otherwise communicate the same. Company shall have unlimited re-release, foreign release, theatrical exhibition, supplemental market and all other rights to the Work and the Films. Company, and Company’s licensees and assigns shall have the right to adapt, change, revise, delete from, add to, and rearrange the Work or any part thereof submitted by Director hereunder, and to combine the same with other materials in the Films or any other related work, or otherwise, to any extent, and in this connection Director hereby waives any so-called “moral rights.” 12. Confidentiality Director agrees that he will not divulge or make known to any person or entity any matters of a confidential nature pertaining to Company’s business. 13. Name and Likeness Company and its successors, licensees and assigns will have the non- exclusive and perpetual right, but not the obligation, to use and license the use of Director's name, photograph, approved likeness and biographical data _________________________ (Name and Likeness ) for the following: A. In billing and credits with respect to any series produced during the Term; B. In publicizing Director's services hereunder or the results and proceeds of all Director's services hereunder in connection with any series produced during the Term, which right may be exercised by Company or any distributor, network, sponsor, advertising agency or licensee of exhibition rights in the series; C. In connection with the publication or other exploitation of ancillary products derived from any series produced hereunder; and D. In connection with all publicity related to the series and the general business of Company. Director will give prior notice to and coordinate with Company any and all publicity and interviews in connection with Director's services hereunder. 14. Death or Disability A. In the event of Director's death during the Term, this Agreement will terminate and Company will be obligated to pay Director's estate only that portion of Base Salary and Additional Consideration, if any, earned and accruing to Director pursuant to Paragraph 5.A through the date of termination. B. In the event that Director is substantially unable to perform the services required hereunder as the result of physical or mental disability, as determined by Company (including consultation with Director's physician, if any) and such disability continues for a period of ________ (number) consecutive weeks, Company will have the right, at its option, to terminate Director's employment hereunder upon ten days' written notice at any time after the ______ (number) -week period, so long as the disability is continuing at the time of such notice, and Company will be obligated to Director for only that portion of the Base Salary and Additional Compensation, if any, earned and accruing to Director pursuant to Paragraph 5 of the through the date of termination. 15. Insurance Company has the right to secure in its own name or otherwise, and at its own expense, life, health, accident and other insurance covering Director. Director will have no right, title or interest in and to such insurance. Director will assist Company in procuring such insurance by submitting to examinations and by signing such applications and other instruments as may be reasonably be required by the insurance carrier to which application is made for any such insurance. Director's own physician may be present at any such examinations, at Director's sole cost and expense, provided that Director's physician will not interfere with any such examination. 16. Warranties Director warrants and represents that: A. Director has the right to enter into this Agreement and to grant to Company any and all rights and services set forth herein. B. Director is not subject to any obligation or disability which will or might prevent or interfere with the performance by Director of all of the covenants, conditions, and agreements to be performed and observed by Director hereunder, and Director has not made nor will make any contractual or other commitments which would inhibit the full performance of this Agreement by Director. C. This Agreement is not subject to any claim against Company for fees or commissions by any of Director's agents or personal representatives or any other person, firm or corporation. D. All material created, added and/or otherwise contributed by Director pursuant to this Agreement (collectively the Material ) is wholly original with Director and no part thereof is taken from, based upon, or adapted from any other literary material, dramatic work or television program (other than material fully cleared by Director or in the public domain) and the full use of the Material, or any part thereof, as herein granted will not, to the best of Director's knowledge, in any way violate or infringe upon any copyright belonging to any person or entity or constitute a libel or defamation of, or an invasion of the rights of privacy of or otherwise violate or infringe upon any other right or rights whatsoever of any person or entity. E. To the best of Director's knowledge, there is no outstanding claim or litigation pending against the title or ownership of the Material or any part thereof or in the rights therein. F. Director has not assigned nor licensed to any other person or entity or in any manner encumbered or hypothecated any of the rights herein granted to Company with respect to the Material, nor has Director agreed to do so. G. The foregoing warranties and representations are made by Director to induce Company to execute this Agreement. Director hereby indemnifies and agrees to hold Company and their officers, employees, directors, agents and licensees, harmless against any and all claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with a breach or alleged breach by Director of any of the warranties, representations or agreements contained in this Agreement. 17. Errors and Omissions Insurance Company agrees to make application to add Director as an additional insured under Company's errors and omissions insurance policy with respect to all projects in connection with which Director renders services pursuant to this Agreement, subject to the terms, conditions and restrictions of said policy, including any deductible or policy limits, provided that (i) the inclusion of Director on such policy will not relieve Director in any way from Director's representations, warranties and indemnities contained herein, and (ii) Company will not be responsible to Director if its insurance carrier refuses such application. 18. Equitable Relief Director acknowledges that the services to be rendered by Director under the terms of this Agreement, and the rights and privileges granted to Company by Director herein, are of a special, unique, extraordinary and intellectual character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in any action at law, and that a breach by Director of any of the provisions contained in this Agreement will cause Company irreparable injury and damage. Director acknowledges that Company is entitled to the remedies of injunction, special performance and other equitable relief for a breach of this Agreement by Director. Such right of equitable relief will not act as a waiver of any other rights or remedies available to Company. In the event of breach of this Agreement by Company, Director acknowledges and agrees that under no circumstances will Director be entitled to injunctive or equitable relief, nor will Director have the right to rescind this agreement, Director's sole remedy in the event of such breach is limited to an action at law to recover monetary damages. 19. Termination A. Company will have the right to terminate Director's employment at any time without cause. In the event Director's services are terminated by Company other than for cause, death or disability prior to the completion of the Term, Director will receive the Base Salary for the balance of the Term, payable in equal installments no less frequently than semimonthly. B. Company may terminate this Agreement and Director's engagement hereunder at any time for cause. For purposes of this Agreement, the term cause will mean conviction of Director for any felony or any lesser crime involving the property of Company, willful misconduct or gross negligence by Director in connection with the performance of Director's duties hereunder. C. Upon termination of this Agreement for cause, Company will only be obligated to pay Director that portion of the Base Salary and Additional Compensation, if any, earned and accruing to Director pursuant to Paragraph 5 through the date of termination of Director's engagement. In the event the cause can be cured by Director, Company will afford Director a ______ (number) business day period from the date of written notice thereof to effect the cure, and this Agreement may not be terminated during such _______ (number) business day period. 20. Severability The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 21. Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 22. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of _______________. 23. Notices Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 24. Attorney’s Fees In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 25. Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 26. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 27. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 28. Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 29. Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. 30. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine. WITNESS our signatures as of the day and date first above stated. ________________________ (Name of Company) ________________________ By:_______________________________ (P rinted Name of Director) ________________________ ________________________ (P rinted Name & Office in Corporation) (Signature of Director ) ________________________ (Signature of Officer)