Film Option Agreement Template

FILM OPTION AGREEMENT

This Film Option Agreement ("Agreement") is made effective as of between Optionor Name: with its principal address at ("Optionor"), and Producer Name: with its principal address at ("Producer" or "Optionee"). Optionor and Producer are each referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Optionor is the owner of all right, title and interest in and to the literary work entitled (the "Work");

WHEREAS, Producer desires to acquire, and Optionor is willing to grant Producer the exclusive option to acquire, all motion picture and allied rights in and to the Work upon the terms and conditions set forth in this Agreement;

WHEREAS, the Parties desire to set forth herein the terms under which Producer may secure the exclusive right to purchase such motion picture rights.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. GRANT OF OPTION

1.1 Grant. Subject to the terms and conditions of this Agreement, Optionor hereby grants to Producer the exclusive option (the "Option") to acquire all motion picture rights and allied rights in and to the Work, including without limitation the rights to produce, distribute, exhibit, adapt, subtitle, dub, translate, and otherwise exploit the Work as a motion picture and in all derivative, ancillary, merchandising and promotional forms throughout the Territory and in all media now known or hereafter devised.

2. OPTION PERIOD; EXTENSION

2.1 Option Period. The Option shall commence on and shall continue until (the "Option Period"), unless earlier exercised or terminated in accordance with this Agreement.

2.2 Extension. Producer may extend the Option Period for an additional months upon payment to Optionor of an extension fee in the amount of , due within ten (10) days of the date of written notice of extension.

3. OPTION CONSIDERATION

3.1 Consideration. As consideration for the grant of the Option, Producer shall pay Optionor the sum of (the "Option Payment"), payable as follows: fifty percent (50%) upon execution of this Agreement and the balance within thirty (30) days thereafter.

4. EXERCISE OF OPTION; PURCHASE AGREEMENT

4.1 Exercise. Producer may exercise the Option at any time during the Option Period by delivering written notice of exercise to Optionor (the "Exercise Notice"). The Exercise Notice shall specify the intended Producer entity and include any information reasonably requested by Optionor to effect the transfer of rights.

4.2 Purchase Terms. Upon timely exercise of the Option, the Parties shall be obligated to negotiate and execute a definitive Purchase Agreement pursuant to which Producer will acquire the rights licensed hereunder for a purchase price of , payable in accordance with the terms set forth in the Purchase Agreement.

5. RIGHTS, TERRITORY AND MEDIA

5.1 Rights. The rights subject to the Option shall include the exclusive right to prepare derivative works, sequels, remakes, prequels, television series, digital series, and to license and sublicense such rights to third parties.

5.2 Territory and Media. The rights granted hereunder shall be exercisable worldwide in all media now known or hereafter devised. Territory:

6. DELIVERY OF MATERIALS

7. WARRANTIES AND REPRESENTATIONS

Optionor represents and warrants that: (a) Optionor is the sole and exclusive owner of the Work and of all rights granted herein; (b) the Work is original to Optionor and does not infringe the rights of any third party; (c) Optionor has the full power and authority to enter into this Agreement and to grant the rights herein; and (d) there are no outstanding agreements, options, liens or encumbrances that would conflict with the rights granted to Producer.

Producer represents and warrants that Producer has the full power and authority to enter into this Agreement and that any exercises or dealings made in good faith hereunder will comply with applicable law.

8. CREDIT

9. PARTICIPATION; PROFITS

Producer shall have no obligation to pay Optionor participation in gross receipts or net profits unless specifically agreed in the Purchase Agreement. If Optionor is to receive a profit participation, check and specify percentage:

10. CONFIDENTIALITY

Each Party agrees to keep confidential all non-public information disclosed by the other Party in connection with this Agreement and will not disclose such information to third parties except to its professional advisors or as compelled by law, provided that the receiving Party uses commercially reasonable efforts to notify the disclosing Party prior to such compelled disclosure.

11. INDEMNIFICATION

Optionor shall indemnify, defend and hold harmless Producer and its affiliates, officers, directors and employees from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of any breach of Optionor's representations and warranties in this Agreement. Producer shall indemnify Optionor for claims arising from Producer's exploitation of the rights after the Exercise Date.

12. INSURANCE

Producer shall maintain customary production insurance, including general liability and errors and omissions insurance in amounts customary for productions of similar size. Minimum coverage amount:

13. ASSIGNMENT

Producer may assign its rights under this Agreement or the Option to an affiliated entity or to a third party acquiring substantially all of Producer's assets or a producing entity, provided that Producer remains liable for performance under this Agreement. Optionor may not assign without Producer's prior written consent, which shall not be unreasonably withheld.

14. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses below or to such other address as a Party may designate by written notice.

15. AMENDMENT; WAIVER

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. No waiver of any breach shall constitute a waiver of any subsequent breach.

16. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Any disputes arising hereunder shall be resolved in the state or federal courts located in the selected jurisdiction.

17. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire understanding between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

18. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be binding for all purposes.

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