Fill and Sign the Along Rights Form

Option and Acquisition Agreement in Literary Work along with Motion Picture Rights, Television, Video and Electronic Reproduction and Distribution Rights Agreement made on the ______________ (date) , between _________________ (Name of Owner) , of ____________________________________________________ (street address, city, state, zip code) , referred to herein as Owner , and _______________________ (Name of Purchaser) , 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 Purchaser . Whereas, Owner is the sole and exclusive owner of all rights in and to the literary work entitled _____________________________________ (Title of Work) , written by Owner and hereinafter called the Work ; and Whereas, Purchaser may want to acquire all of Owner's motion picture, television, video, electronic, reproduction and distribution rights and allied and ancillary rights in and to the Work, in consideration for the purchase price provided in this Agreement and in reliance upon the Owner's representations and warranties; Now, therefore, for and in consideration of the payment to Owner of $_________, receipt of which is acknowledged, the mutual covenants contained in this Agreement, and other good and valuable consideration, the parties agree as follows: 1. Option Owner agrees to and does now give and grant to Purchaser the exclusive and irrevocable option, hereinafter called the Option , to purchase from Owner the rights in the Work as described in Section 4 below for the total purchase price specified and payable as provided in Section 8 below, provided that any sums paid under this Section 1 and Section 2 , with respect to the Option, shall be credited against the purchase price. Except as provided in Section 6 , if Purchaser shall fail to exercise this Option, then the sums paid to Owner under this Section 1 and Section 2 below, with respect to the Option, shall be, and shall remain, the sole property of Owner. 2. Option Period The Option shall be effective during the period commencing on the date of the execution of this Agreement and ending on a date one year after that date (the Initial Option Period ). The Initial Option Period may be extended for an additional _____ (number) months (the Second Option Period ) by the payment of $____________ on or before the expiration date specified above. (The Initial Option Period and Second Option Period shall jointly and severally be referred to in this Agreement as the Option Period ). 3. Exercise of Option A. The Option granted in this Agreement may be exercised at any time prior to the Option Date (as it may be extended), by giving written notice to Owner at the address set forth above. If Purchaser fails to exercise the Option prior to the Option Date (as it may be extended), then this Agreement will terminate automatically upon the expiration and any rights Purchaser may have in the Work will automatically revert to Owner and Purchaser shall quitclaim to Owner any rights Purchaser may have in the Work. B. If Purchaser elects to exercise the Option, Purchaser shall serve upon Owner written notice of the exercise of the Option by addressing the notice to Owner at his address set forth above and by depositing the notice, so addressed by certified mail, return receipt requested with postage prepaid, in the United States mail. The deposit of the notice in the United States mail as here specified shall constitute service of the notice, and the date of the deposit shall be deemed to be the date of service of the notice. C. The Option may be exercised only by notice in writing; no conduct or oral statement by Purchaser or its agents, representatives or employees shall constitute an exercise of the Option. 4. Rights Granted Upon exercise of the Option, Owner shall sell, grant, convey and assign to Purchaser, its successors, licensees and assigns exclusively and forever, throughout the universe, all motion picture rights, television, video and electronic reproduction, publication, and distribution rights (including all silent, sound, dialogue and musical motion picture rights). The rights shall include, without limitation, the exclusive worldwide, perpetual rights to produce one or more motion pictures and remakes and sequels of the same, television long form and series rights, merchandising and commercial tie-up rights, screenplay publishing rights, promotional rights for any advertising related to any production based upon the rights acquired and ancillary rights, and the perpetual, exclusive, universe-wide right to distribute, exploit and otherwise use any production in any and all media whether now known or later discovered, including, but not limited to, soundtrack album, free television, cable television syndication, pay television, satellite, pay-per-view television, closed circuit telecast, home video, video disc, CD-ROM and related rights and non-theatrical rights, together with limited radio broadcasting rights and certain limited publication rights for advertisement, publicity and exploitation purposes, and certain incidental and allied rights, throughout the world, in and to the Work and in and to the copyright of the Work and all renewals and extensions of copyright. Included among the rights granted to Purchaser under this Agreement (without in any way limiting the grant of rights made above in this Section) are the following sole, exclusive and perpetual rights throughout the world: A. To make, produce, adapt and copyright one or more motion picture adaptations or versions, whether fixed on film, tape, disc, wire, audio-visual cartridge, cassette or through any other technical process whether now known or later devised, based in whole or in part on the Work, including but not limited to motion pictures and remakes of prequels and sequels to any motion picture produced under this Agreement, and motion pictures in series or serial form, and for the purposes to record and reproduce, in synchronization with the motion pictures, spoken words taken from or based upon the text or theme of the Work and any and all kinds of music, musical accompaniments and lyrics to be performed or sung by the performers in any motion picture and any and all other kinds of sound and sound effects. B. To exhibit, perform, rent, lease, exploit and generally deal in and with any motion picture produced under this Agreement: 1. By all means or technical processes whatsoever, whether now known or later devised, including, by way of example only, film, tape, disc, wire, audio-visual cartridge or disc, computer-associated or CD-ROM, cassette or television (including commercially sponsored, sustaining, pay, subscription or pay-per-view television, or any derivative of the same); and 2. In any place whatsoever, including homes, theaters, planes, trains, boats or other vehicles and elsewhere, and whether or not a fee is charged, directly or indirectly, for viewing any motion picture. C. To broadcast, transmit or reproduce the Work or any adaptation or version of the Work (including but not limited to any motion picture produced under this Agreement and any script or other material based on or using the Work or any of the characters, themes or plots of the Work), by means of television or any process analogous to television whether now known or later devised (including, but not limited to, commercially sponsored, sustaining and subscription or pay- per-view television), through the use of motion pictures produced on films or by means of magnetic tape, wire, disc, CD-ROM, audio-visual cartridge or any other material or device now known or later devised and including television productions presented in series or serial form, and the exclusive right generally to exercise for television purposes all the rights granted to Purchaser under this Agreement for motion picture purposes. D. Without limiting any other rights granted Purchaser, to broadcast and transmit by television or radio or any process analogous to television or radio, whether now known or later devised, all or any part of the Work or any adaptation or version of the Work, including any motion picture or other version or versions, for the purpose of advertising, publishing or exploiting the motion picture or other version or versions, which broadcasts or transmissions may be accomplished through the use of living actors performing simultaneously with the broadcast or transmission or by any other method or means including the use of motion pictures (including trailers) reproduced on film or by means of magnetic tape or wire or through the use of other recordings or transcriptions. E. To publish and copyright or cause to be published and copyrighted in the name of Purchaser or its nominee in any and all languages throughout the world, in any form or media, synopses, novelizations, serializations, dramatizations, abridged and revised versions of the Work, not exceeding (number) words each, adapted from the Work or from any motion picture or other version of the Work for the purpose of advertising, publicizing or exploiting any motion picture or other version. F. For the foregoing purposes, to use all or any part of the Work and any of the characters, plots, themes and ideas contained in the Work, and the title of the Work and any title or subtitle of any component of the Work, and to use such titles or subtitles for any motion picture or other version or adaptation whether or not the same is based on or adapted from the Work, or as the title of any product or service or musical composition contained in any motion picture or other version or adaptation. G. To use and exploit commercial or merchandise tie-ups and recordings of any sort and nature arising out of or connected with the Work or its motion picture or other versions or the title or titles of the same and the characters of the same and their names or characteristics. H. All rights, licenses, privileges and Work granted in this Agreement to Purchaser shall be cumulative and Purchaser may exercise or use any or all the rights, licenses, privileges or Work simultaneously with or in connection with or separately and apart from the exercise of any other of the rights, licenses, privileges and Work. If Owner writes or permits to be made or published any revision, adaptation, sequel, translation or dramatization or other versions of the Work, and Owner acquires the Ownership of any rights in the same, then Purchaser shall have and Owner, to the extent it owns the rights, does now grant to Purchaser without payment for the same all of the same rights in the same as are granted to Purchaser in this Agreement. The terms Picture and Pictures as used in this Agreement shall be deemed to mean or include any present or future kind of motion picture production based upon the Work, with or without sound recorded and reproduced synchronously with the same, whether produced on film or by any other method or means now or later used or now known or later devised, for the production, exhibition or transmission of any kind of motion picture productions. I. Without limiting the foregoing, Owner irrevocably assigns, licenses and grants to Purchaser, throughout the universe, in perpetuity, the rights, if any, of Owner to authorize, prohibit and control the renting, lending, fixation, reproduction or other exploitation of the Picture by any media and means now known or later devised as may be conferred upon Owner under applicable laws, regulations or directives, including but not limited to any so-called Rental and Lending Rights pursuant to any European Economic Community ( EEC ) directives or enabling or implementing legislation, laws or regulations enacted by the member nations of the EEC. Owner acknowledges that the compensation payable under this Agreement includes, without limitation, adequate and equitable remuneration for the Rental and Lending Rights and constitutes a complete buy-out of all Rental and Lending Rights, in perpetuity. In connection with the foregoing, Owner irrevocably grants to Purchaser, throughout the universe, in perpetuity, the right to collect and retain for Purchaser's own account any and all amounts payable to Owner in respect of Rental and Lending Rights and Owner irrevocably directs any collecting societies or other persons or entities receiving the amounts to pay the amounts to Purchaser, and to the extent Purchaser does not so collect the amounts, or is deemed ineligible to collect the amounts, Purchaser may deduct from any and all amounts payable to Owner under this Agreement the amounts paid or payable to Owner by any party in respect of the Rental and Lending Rights. 5. Rights Reserved The following rights are reserved to Owner for Owner's use and disposition, subject, however, to the provisions of this Agreement: A. Publication Rights. The right to publish and distribute printed versions of the Work owned or controlled by Owner in book form, whether hardcover or soft-cover, and in magazine or other periodicals, whether in installments or otherwise, subject to Purchaser's rights as provided for in Section 4 above. B. Owner-Written Sequel. An Owner-Written Sequel is defined as a literary Work (story, novel, drama or otherwise), whether written before or after the Work and whether written by Owner or by a successor in interest of Owner, using one or more of the characters appearing in the Work, participating in different events from those found in the Work, and whose plot is substantially different from that of the Work. Owner shall have the right to exercise publication rights (i.e., in book or magazine form) in an Owner-Written Sequel at any time. Owner agrees not to exercise, or permit any other person to exercise, any other rights (including but not limited to motion picture or allied rights) of any kind in or to any Owner- Written Sequel earlier than ______ (number) years after the first general release of the first Picture produced under this Agreement, or ______ (number) years after the date of exercise of Purchaser's Option to acquire the Work, whichever is earlier, provided the restriction on the exercise of the Owner-Written Sequel rights shall be extended to any period during which there is in effect, in any particular country or territory, a network television broadcasting Agreement for a television motion picture: (i) based upon the Work, or (ii) based upon any Picture produced in the exercise of rights assigned in this Agreement; or (iii) using a character or characters of the Work, plus ______ (number) years, which shall also be a restricted period in the country or territory, whether or not the period occurs wholly or partly during or entirely after the _____ (number) -year period first referred to in this Paragraph. Inasmuch as the characters of the Work are included in the exclusive grant of motion picture rights to Purchaser, no sequel rights or television series rights may be granted to the other person or company, but the characters from the Work which are contained in the Owner-Written Sequel may be used in a motion picture and remakes of that motion picture whose plot is based substantially on the plot of the respective Owner-Written Sequel. C. It is expressly agreed that Owner 's reserved rights under this Section 5 relate only to material written or authorized by Owner and not to any revision, adaptation, sequel, translation or dramatization written or authorized by Purchaser, even though the same may contain characters or other elements contained in Work. 6. Right to Make Changes Owner agrees that Purchaser shall have the unlimited right to vary, change, alter, modify, add to and delete from the Work, and to rearrange and transpose the Work and change the sequence of the Work and the characters and descriptions of the characters contained in the Work, and to use a portion or portions of the Work or the characters, plots, or theme of the Work in conjunction with any other literary, dramatic or other material of any kind. Owner waives the benefits of any provision of law known as the droit moral or any similar law in any country of the world and agrees not to permit or prosecute any action or lawsuit of the ground that any Picture or other version of the Work produced or exhibited by Purchaser, its assignees or licensees, in any constitutes an infringement of any of the Owner's droit moral or is in any way a defamation or mutilation of the Work of any part of the Work or contains unauthorized variations, alterations, modifications, changes or translations. Notwithstanding the foregoing, Purchaser agrees to consult with Owner in regard to casting and act in good faith to assure that Owner is comfortable with all creative aspects of the Picture. If the parties, both acting in good faith, are unable to agree on material issues in regard to major production issues regarding cast or story prior to commencement of pre-production, Purchaser will abandon the production of the Picture and upon repayment of all sums paid to Owner will reassign to Owner the rights granted under this Agreement. After commencement of pre-production Purchaser will continue to consult with Owner in good faith in regard to material creative issues, but in the event of a dispute between them Purchaser's decision shall control. 7. Duration and Extent of Rights Granted Purchaser shall enjoy, solely and exclusively, all of the rights, licenses, privileges and Work granted under this Agreement throughout the world, in perpetuity, as long as any rights in the Work are recognized in law or equity, except insofar as the period of perpetuity may be shortened due to any now existing or future copyright by Owner of the Work or any adaptations of the Work, in which case Purchaser shall enjoy its sole and exclusive rights, licenses, privileges and Work under this Agreement to the fullest extent permissible under and for the full duration of the copyright or copyrights, whether common law or statutory, and any and all renewals or extensions of the copyright, and subsequently shall enjoy all the rights, licenses, privileges and Work non-exclusively in perpetuity throughout the world. The rights granted in this Agreement are in addition to and shall not be construed in derogation of any rights which Purchaser may have as a member of the public or pursuant to any other Agreement. All rights, licenses, privileges and Work granted in this Agreement to Purchaser are irrevocable and not subject to revision, restraint or injunction under any circumstances. 8. Purchase Price The sums paid pursuant to the provisions of Sections 1 and 2 of this Agreement shall be applied against the purchase price. As consideration for all rights granted in this Agreement and assigned to Purchaser and for Owner's representations and warranties, the purchase price shall be an amount equal to _____% of the final production direct cash budget of the first motion picture based on the Work. The direct cash budget shall not include interest and financing costs, producer's fees to Purchaser and its employees, completion bond fees, overhead or contingencies. After exercise of the Option, the purchase price shall be paid within _____ (number) days after the first day of principal photography of the first motion picture based on the Work (the First Picture ). 9. Contingent Compensation A. In addition to the amount paid pursuant to Section 8 above, Purchaser shall pay Owner (or cause Owner to be paid) contingent consideration in an amount equal to ______% of the net profits derived by Purchaser from the exploitation of the Work in perpetuity. For this purpose, if there is a single worldwide financier and or distributor, net profits shall be computed, defined, accounted for and paid in the same manner as applies to Purchaser (but excluding cross-collateralization and over-budget penalties). If there is no single worldwide financier/distributor, net profits shall mean all sums received by Purchaser from the distribution or exploitation of the Work or any motion picture based on the Work in excess of the full, final negative cost of the motion picture, any actual out-of-pocket sales costs incurred by Purchaser, and the portion of net profits paid to any financier of the Picture. B. Owner shall be paid for each theatrical motion picture remake or sequel ______% of the applicable amounts payable pursuant to Section 8 above (i.e., ______% of what would be paid for the sequel or remake picture based on the formula set forth in Section 8 above), payable upon commencement of principal photography of each production, plus contingent compensation of _____% of Purchaser's net profits from the sequel or remake. C. In the event of any made-for-television movie or mini-series produced after the First Picture, Owner shall be paid $____________ per hour up to a maximum of $_________________. 10. Passive Payments If a television series based on the Work or the First Picture is produced, then, for each episode broadcast on first run over prime time network television (i.e., CBS, NBC, ABC or Fox) based on the Work, Owner shall be entitled to receive the following amounts payable upon the initial broadcast of each episode, as applicable: A. $__________ for each episode of up to _____ (number) minutes in length; B. $__________ for each episode of up to _____ (number) minutes in length; C. $__________for each episode of more than _____ (number) minutes in length; and D. As a buyout for all royalties due Owner for reruns of television episodes produced and distributed by or under license from Purchaser or its assignees, Owner shall be entitled to receive an amount equal to 100% of the applicable initial royalty payment, allocated _____% to each of the first ______ (number) reruns, payable within _____ (number) days of broadcast of the applicable rerun. E. If a television program described in Paragraph A, B or C above is produced for syndication, non-prime-time network or for pay or free cable, each payment provided for in Paragraphs A, B and C above shall be reduced by _____ %. F. If a television series based on the Work or the First Picture is produced for any spin-off series based upon a character appearing in the Work, Owner shall receive _____ % of the royalties paid to Owner pursuant to Paragraphs A, B and C above if for prime-time network television, or pursuant to Paragraphs D and E above if for syndication, non prime-time network or for pay or free cable. 11. Third-Party Payments Owner agrees that all sums paid under this Agreement shall constitute payment in full for all rights acquired in this Agreement. If any other parties are entitled to share in these payments or shall be entitled to any payment for the rights (or any part of the rights) granted under this Agreement, Owner shall be responsible for making the payment and shall indemnify Purchaser against any obligation in regard to the same. 12. Representations and Warranties A. Sole Proprietor. Owner represents and warrants to Purchaser that Owner is the sole and exclusive proprietor, throughout the universe, of the Work. B. Facts. Owner represents and warrants to Purchaser as follows: 1. Owner is the sole author and creator of the Work and has not conveyed, sold or otherwise granted any right so acquired to any person, firm or corporation. 2. No motion picture or dramatic version of the Work, or any part of the Work, has been manufactured, produced, presented or authorized; no radio or television development, presentation, or program based on the Work, or any part of the Work, has been manufactured, produced, presented, broadcast or authorized; and no written or oral agreements or commitments whatsoever with respect to the Work, or with respect to any rights in the Work, have been made or entered into by or on behalf of Owner (except with respect to the publication of the Work as set forth above). 3. None of the rights granted and assigned in this Agreement to Purchaser have been granted or assigned to any person, firm or corporation other than Purchaser. C. No Infringement or Violation of Third-Party Rights. Owner represents and warrants to Purchaser that Owner has not adapted the Work from any other literary, dramatic or other material; that the Work does not infringe upon any common law or statutory rights in any other literary, dramatic or other material; that no material contained in the Work is libelous or violates the right of privacy of any person; that the full use of any and all rights in and to the Work granted by Owner pursuant to this Agreement will not violate the rights of any person, firm or corporation; and that the Work is not in the public domain in any country in the world where copyright protection is available. D. No Impairment of Rights. Owner represents and warrants to Purchaser that Owner is the exclusive proprietor, throughout the universe, of all rights in and to the Work granted to Purchaser in this Agreement; that Owner has not assigned, licensed or in any manner encumbered, diminished or impaired any rights; that Owner has not committed or omitted to perform any act by which the rights could or will be encumbered, diminished or impaired; and that there is no outstanding claim or litigation pending against or involving the title, ownership or copyright in the Work, or in any part of the Work, or in any rights granted in this Agreement to Purchaser. Owner further represents and warrants that no attempt shall be made in the future to encumber, diminish or impair any of the rights granted in this Agreement and that all appropriate protection of the rights will continue to be maintained by Owner. 13. Indemnification A. Owner agrees to indemnify Purchaser against all judgments, liability, damages, penalties, losses and expense (including reasonable attorney's fees) which may be suffered or assumed by or obtained against Purchaser by reason of any breach or failure of any warranty or Agreement made by Owner in this Agreement. B. Purchaser shall not be liable to Owner for damages of any kind in connection with any Picture it may produce, distribute or exhibit, or for damages for any breach of this Agreement (except failure to pay the money consideration specified in this Agreement) occurring or accruing before Purchaser has had reasonable notice and opportunity to adjust or correct the matters. 14. Protection of Rights Granted Owner grants to Purchaser the free and unrestricted right, but at Purchaser's own cost and expense, to institute in the name and on behalf of Owner, or Owner and Purchaser jointly, any and all suits and proceedings at law or in equity, to enjoin and restrain any infringements of the rights granted in this Agreement, and assigns and sets over to Purchaser any and all causes of action relative to or based upon any infringement, as well as any and all recoveries obtained on the same. Owner will not compromise, settle or in any manner interfere with the litigation if brought; and Purchaser agrees to indemnify and hold Owner harmless from any costs, expenses, or damages which Owner may suffer as a result of any suit or proceeding. 15. Copyright Regarding the copyright in and to the Work, Owner agrees that: A. Owner will prevent the Work and any arrangements, revisions, translations, novelizations, dramatizations or new versions of the Work, whether published or unpublished and whether copyrighted or uncopyrighted, from vesting in the public domain, and will take or cause to be taken any and all steps and proceedings required for copyright or similar protection in any and all countries in which the same may be published or offered for sale, insofar as the countries now or later provide for copyright or similar protection. Any contract or Agreement entered into by Owner authorizing or permitting the publication of the Work or any arrangements, revisions, translations, novelizations, dramatizations or new versions of the Work in any country will contain appropriate provisions requiring the publisher to comply with all of the provisions of this paragraph. B. Without limiting the generality of the foregoing, if the Work or any arrangement, revision, translation, novelization, dramatization or new version of the Work is published in the United States or in any other country in which registration is required for copyright or similar protection, the Owner will register or cause the same to be registered for copyright or similar protection in accordance with the laws and regulations of the country, and Owner further agrees to affix or cause to be affixed to each copy of the Work, or any arrangement, revision, translation, novelization, dramatization or new version of the Work which is published or offered for sale, the notice or similar protection in any country in which the publication or sale occurs. C. All rights granted and agreed to be granted to Purchaser under this Agreement shall be irrevocably vested in Purchaser and shall not be subject to rescission by Owner or any other party for any cause, nor shall the rights be subject to termination or reversion by operation of law or otherwise, except to the extent, if any, that the provisions of any copyright law or similar law relating to the right to terminate grants of, or recapture rights in, literary Work may apply. If, pursuant to any copyright law or similar law, Owner or any successor or any other legally designated party (collectively, the terminating party ) becomes entitled to exercise any right of reversion, recapture or termination (the termination right ) with respect to all or any part of the rights granted or to be granted under this Agreement, and if the terminating party exercises the termination right with respect to all or part of the rights (the recaptured rights ), then from and after the date on which the terminating party has the right to transfer to a third party all or part of the recaptured rights, Purchaser shall have the first right to purchase and acquire the recaptured rights from the terminating party. If the terminating party is prepared to accept a bona fide offer from a third party with respect to all or part of the recaptured rights, then in each instance the terminating party shall notify Purchaser of the offer which the terminating party is prepared to accept and the name of the third party who made the offer to the terminating party, and the terminating party shall offer Purchaser the right to enter into an Agreement with the terminating party with respect to the recaptured rights on the above terms and conditions. Purchaser shall have _____ ( number) days from the date of its receipt of the written offer within which to notify the terminating party of its acceptance of the offer (provided, however, that Purchaser shall not be required to meet any terms or conditions which cannot be as easily met by one person as another, including, but not limited to, the employment of a specified person, etc.). If Purchaser shall acquire from the terminating party all or part of the recaptured rights, then the terminating party agrees to enter into appropriate written agreements with Purchaser covering the acquisition. If Purchaser shall elect not to purchase the recaptured rights from the terminating party, then the terminating party may dispose of the recaptured rights, but only to the aforesaid third party and only upon the terms and conditions specified in the aforesaid written notice given by the terminating party to Purchaser, it being understood and agreed that the terminating party may not dispose of the recaptured rights either to: (a) any other proposed transferee; or (b) upon terms and conditions which are more favorable to any transferee than the terms and conditions previously offered to Purchaser under this Agreement, without again offering to enter into an Agreement with Purchaser on: (i) the terms offered to the other transferee; and/or (ii) the more favorable terms and conditions offered to the proposed transferee, whichever of (a) and/or (b) shall apply. Any required offer made to Purchaser by the terminating party shall be governed by the procedure set forth in the preceding four sentences of this paragraph. The unenforceability of any portion of this Paragraph shall not invalidate or affect the remaining portion of this Section 15 or this Agreement. D. If the Work, or any arrangement, revision, translation, novelization, dramatization or new version of the Work, shall ever enter the public domain, then nothing contained in this Agreement shall impair any rights or privileges that the Purchaser might be entitled to as a member of the public; thus, the Purchaser may exercise any and all the rights and privileges as though this Agreement were not in existence. The rights granted in this Agreement by Owner to Purchaser, and the representations, warranties, undertakings and agreements made under this Agreement by Owner shall endure in perpetuity and shall be in addition to any rights, licenses, privileges or Work of Purchaser referred to in this Paragraph. 16. Credit Obligations Purchaser shall have the right to publish, advertise, announce and use in any manner or medium, the name, biography and photographs or other likenesses of Owner in connection with any exercise by Purchaser of its rights under this Agreement, provided the use shall not constitute an endorsement of any product or service. 17. Credit to Owner Owner shall be accorded the following credit on a single card on screen and in paid ads controlled by Purchaser and in which any other writer is accorded credit, and in size of type (as to height, width, thickness and boldness) equal to the largest size of type in which any other writer is accorded credit: A. If the title of the Picture is the same as the title of the Work, “Based on the Book by _________________ (Name of Owner) ” ; or B. If the title of the Picture differs from the title of the Work, “Based on the Book ____________________________ ( Title of Book) by _______________ (Name of Owner) ” . C. Additionally, if Purchaser shall exploit any other rights in and to the Work, then Purchaser agrees to give appropriate source material credit to the Work, to the extent that the source material credits are customarily given in connection with the exploitation of the rights. D. No casual or inadvertent failure to comply with any of the provisions of this Section 17 shall be deemed a breach of this Agreement by Purchaser. Owner acknowledges that in the event of a failure or omission constituting a breach of the provisions of this section, the damage (if any) caused Owner is not irreparable or sufficient to entitle Owner to injunctive or other equitable relief. Consequently, the rights and remedies in the event of the breach shall be limited to the right to recover damages in an action at law. Purchaser agrees to provide in its contracts with distributors of the Picture that the distributors shall honor Purchaser's contractual credit commitments and agrees to inform the distributors of the credit provisions of this Section. 18. Right of First Negotiation Purchaser is granted a Right of First Negotiation in regard to any and all rights granted to Purchaser under this Agreement which may, in any manner, in whole or in part, revert to Owner or to anyone succeeding Owner. The term Right of First Negotiation means that if, after the expiration of an applicable time limitation, Owner desires to dispose of or exercise a particular right reserved to Owner in this Agreement (the Reserved Right ), whether directly or indirectly, then Owner shall notify Purchaser in writing and immediately negotiate with Purchaser regarding the Reserved Right. If, after the expiration of _____ (number) days following the receipt of the notice, no Agreement has been reached, then Owner may negotiate with third parties regarding the Reserved Right subject to Section 19 below. 19. Right of Last Refusal Purchaser is granted a Right of Last Refusal in regard to any and all rights granted to Purchaser under this Agreement which may, in any manner, in whole or in part, revert to Owner or to anyone succeeding Owner. The term Right of Last Refusal means that if Purchaser and Owner fail to reach an Agreement pursuant to Purchaser's right of first negotiation, and Owner makes or receives any bona fide offer to license, lease or purchase the particular Reserved Right or any interest in the same (the Third Party Offer ), Owner shall notify Purchaser, by registered mail or telegram, if Owner proposes to accept the Third Party Offer, the name of the offeror, the proposed purchase price, and other terms of the Third Party Offer. During the period of _____ (number) days after Purchaser's receipt of the notice, Purchaser shall have the exclusive option to license, lease or purchase, as the case may be, the particular Reserved Right or interest referred to in the Third Party Offer, at the same purchase price and upon the same terms and conditions as set forth in the notice. If Purchaser elects to exercise the right to purchase the Reserved Right, Purchaser shall notify Owner of the exercise of the right by registered mail or telegram within the _______ (number) -day period, failing which Owner shall be free to accept the Third Party Offer; provided that if any proposed license, lease or sale is not consummated with a third party within _____ (number) days following the expiration of such ______ (number) - day period, Purchaser's Right of Last Refusal shall revive and shall apply to each and every further offer or offers at any time received by Owner relating to the particular Reserved Right or any interest in the same; provided, further, that Purchaser's option shall continue in full force and effect, upon all of the terms and conditions of this section, so long as Owner retains any rights, title or interests in or to the particular Reserved Right. Purchaser's Right of Last Refusal shall inure to the benefit of Purchaser, its successors and assigns, and shall bind Owner and Owner's heirs, successors and assigns. 20. No Obligation to Produce Nothing in this Agreement shall be construed to obligate Purchaser to exercise said Option or produce, distribute, release, perform or exhibit any motion picture, television, theatrical or other production based upon, adapted from or suggested by the Work, in whole or in part, or otherwise to exercise, exploit or make any use of any rights, licenses, privileges or Work granted in this Agreement to Purchaser. 21. Assignment Purchaser may assign and transfer this Agreement or all or any part of its rights under this Agreement to any person, firm or corporation without limitation, and this Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their successors, representatives and assigns forever. 22. No Publicity Owner will not, without Purchaser's prior written consent in each instance, issue or authorize the issuance or publication of any news story or publicity relating to: (i) this Agreement; (ii) the subject matter or terms of this Agreement, or any use by Purchaser, its successors, licensees or assigns; or (iii) any of the rights granted Purchaser under this Agreement. 23. Agent Commissions Purchaser shall not be liable for any compensation or fee to any agent of Owner in connection with this Agreement. 24. Additional Documentation Owner agrees to execute and procure any other and further instruments necessary to transfer, convey, assign and copyright all rights in the Work granted in this Agreement by Owner to Purchaser in any country throughout the world. If it shall be necessary under the laws of any country that copyright registration be acquired in the name of Owner, Purchaser is authorized by Owner to apply for such copyright registration; and in that event, Owner shall and does now assign and transfer the same to Purchaser, subject to the rights in the Work reserved under this Agreement by Owner. Owner further agrees, upon request, to duly execute, acknowledge, procure and deliver to Purchaser the short form assignments as may be requested by Purchaser for the purpose of copyright recordation in any country, or otherwise. If Owner shall fail to so execute and deliver, or cause to be executed and delivered, the assignments or other instruments here referred to, Purchaser is irrevocably granted the power coupled with an interest to execute the assignments and instruments in the name of Owner and as Owner's attorney-in-fact. 25 . Notices Unless provided herein to the contrary, 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. 26. Remedies The rights granted to Purchaser under this Agreement are irrevocable and shall not be subject to reversion. Owner further acknowledges that: (i) in the event of any breach under this Agreement by Purchaser, Owner will be limited to his remedy at law for damages, if any, and specifically waives any right to rescission, reversion or termination or to enjoin the pre-production, production, completion, delivery, distribution or advertising of the Picture; (ii) nothing in this Agreement shall obligate Purchaser to use Owner's services or the results or proceeds of the same in the Picture or to produce, advertise or distribute the Picture; and (iii) any dispute arising under this Agreement shall be governed by the laws of _____________ (Name of State) applicable to Agreements executed and to be performed there. 27. Miscellaneous A. Relationship. This Agreement between the parties does not constitute a joint venture or partnership of any kind. B. Cumulative Rights and Remedies. All rights, remedies, licenses, undertakings, obligations, covenants, privileges and other Work granted in this Agreement shall be cumulative, and Purchaser may exercise or use any of them separately or in conjunction with any one or more of the others. C. No 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. D. 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. E. 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. F. 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. G. 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. WITNESS our signatures as of the day and date first above stated. ________________________ (Name of Purchaser) ________________________ By:_______________________________ (P rinted Name of Owner) _________________________ ________________________ (P rinted Name & Office in Corporation) (Signature of Owner) _________________________ (Signature of Officer)