Film Distribution Agreement

FILM DISTRIBUTION AGREEMENT

This Film Distribution Agreement ("Agreement") is entered into as of by and between Producer Name: with principal address: and Distributor Name: with principal address: .

RECITALS

WHEREAS, Producer owns or controls all rights in and to a motion picture currently titled (the "Picture"), including the underlying screenplay, music and other ancillary materials;

WHEREAS, Producer has completed or will complete delivery of the Picture in accordance with the delivery specifications set forth in this Agreement;

WHEREAS, Distributor desires to acquire from Producer certain distribution rights in the Picture on the terms and conditions herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

1. GRANT OF RIGHTS

1.1 Grant. Subject to the terms and conditions of this Agreement, Producer hereby grants to Distributor the right to distribute, license, exhibit, promote and otherwise exploit the Picture in the Territory during the Term described below. The rights granted are: Exclusive: Non-Exclusive: (Select one; if both are selected the parties' intent shall be resolved per Section 14.)

1.2 Scope. The rights granted include theatrical, non-theatrical, digital, streaming, transactional and ancillary rights, subject to exclusions expressly set forth in writing. Distributor shall have the right to sub-license such rights with Producer's prior written consent, such consent not to be unreasonably withheld.

2. TERRITORY AND TERM

2.1 Territory. The rights granted are limited to the following territory:

2.2 Term. The initial term of this Agreement shall commence on the Effective Date and continue for years, unless earlier terminated in accordance with Section 12.

3. DELIVERY MATERIALS

3.1 Materials. Producer shall deliver to Distributor, at Producer's expense, the following materials in the formats and by the dates specified: final picture master, music cue sheets, E&O insurance, closed-caption files and poster/stills as applicable.

4. FINANCIAL TERMS

4.1 Advance/Minimum Guarantee. Distributor shall pay Producer an advance/minimum guarantee in the amount of payable as follows:

4.2 Royalties. Distributor shall pay Producer of Net Receipts derived from exploitation of the Picture within the Territory. "Net Receipts" shall mean gross receipts actually received by Distributor less customary distribution costs, taxes and third-party fees as expressly itemized in Schedule A.

4.3 Payment Terms. Payments to Producer shall be made quarterly within days after the end of each calendar quarter, accompanied by statements reasonably detailing receipts, deductions and calculations.

5. ACCOUNTING AND AUDIT

Distributor shall keep accurate books and records relating to all transactions under this Agreement for a period of three (3) years following the date of each accounting. Producer, or Producer's independent auditor, shall have the right, upon reasonable prior written notice and during normal business hours, to audit Distributor's records to verify amounts due. Any underpayment revealed by such audit shall be paid by Distributor within thirty (30) days of final audit determination together with interest at the rate of 1.5% per month; any overpayment by Distributor shall be credited against future payments or refunded at Producer's election.

6. MARKETING, PROMOTION AND CREDIT

Distributor shall use commercially reasonable efforts to market and exploit the Picture. Producer shall receive credit in the main title or end credits in a form substantially similar to Producer's standard credit practices, subject to Distributor's usual layout and house style.

7. REPRESENTATIONS AND WARRANTIES

Producer represents and warrants that: (a) Producer is the sole owner or duly authorized licensor of the Picture and has full right and authority to enter into this Agreement; (b) the Picture does not infringe the rights of any third party; (c) all necessary clearances for music, talent and underlying rights have been obtained; and (d) there are no pending claims or litigation that would materially impair the rights granted hereunder.

Distributor represents and warrants that it will exploit the Picture in good faith and in accordance with customary industry practices and will comply with all applicable laws in exercising the rights granted herein.

8. INDEMNIFICATION AND INSURANCE

Each party shall indemnify, defend and hold harmless the other party from and against any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of a breach of such party's representations, warranties or obligations under this Agreement. Producer shall procure and maintain Errors & Omissions insurance in commercially reasonable amounts evidencing clearance of rights as described in Section 3.

9. LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEPT IN THE CASE OF WILLFUL MISCONDUCT OR GROSS NEGLIGENCE. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID OR PAYABLE BY DISTRIBUTOR TO PRODUCER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. TERMINATION

10.1 Termination for Breach. Either party may terminate this Agreement upon material breach by the other party that remains uncured after days' written notice specifying the nature of the breach.

10.2 Effect of Termination. Upon termination, all licenses and rights granted to Distributor shall revert to Producer, subject to any outstanding payment obligations and any valid sublicenses granted by Distributor prior to termination that cannot be unwound without material prejudice to third parties, in which case Producer shall be entitled to an equitable share of future Net Receipts.

11. CONFIDENTIALITY

Each party agrees to keep confidential and not disclose to any third party commercially sensitive information received from the other party in connection with this Agreement, except as required by law or as necessary to exercise the rights granted hereunder. This obligation shall survive termination for a period of three (3) years.

12. NOTICES

All notices shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or mailed by certified mail, return receipt requested, to the addresses set forth above or to such other address as either party may specify in writing.

13. AMENDMENTS, WAIVER AND COUNTERPARTS

Any amendment or modification of this Agreement shall be effective only if in writing and signed by authorized representatives of both parties. No waiver of any breach shall be effective unless in writing. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations and understandings. If any provision of this Agreement is held invalid or unenforceable, such provision shall be reformed to the extent necessary to make it enforceable and the remaining provisions shall remain in full force and effect.

15. MISCELLANEOUS PROVISIONS

15.1 Relationship of the Parties. The parties are independent contractors. Nothing contained in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between the parties.

15.2 Assignment. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Distributor may assign to a successor in interest to its business provided such successor assumes Distributor's obligations hereunder.

SCHEDULES AND ATTACHMENTS

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