Legal Drama Agreement

LEGAL DRAMA AGREEMENT

This Legal Drama Agreement (the Agreement) is entered into as of by and between Company Name: a organized under the laws of with principal place of business at ; and Creator Name: , an individual with address . Company and Creator are each a Party and together the Parties.

RECITALS

WHEREAS, Creator is the author and sole owner of certain literary material, concept, and treatments described as (the Work), which is an original drama centered on legal proceedings and related characters; and

WHEREAS, Company is engaged in the development, production, financing and distribution of audiovisual projects and desires to acquire rights to develop, produce and exploit a television or motion picture series, pilots and related formats based on or derived from the Work; and

WHEREAS, Creator desires to grant Company certain rights upon the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and promises 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 RIGHTS

1.1 Grant. Creator hereby grants to Company the exclusive, worldwide right and option to develop, produce, distribute, license, market and otherwise exploit one or more motion pictures, television series, pilots, remakes, sequels, prequels, and derivative works (collectively, the Productions) based upon or derived from the Work, in any and all media now known or hereafter devised, in perpetuity.

1.2 Assignment on Purchase. Upon Company’s exercise of the purchase option and full payment of the Purchase Price specified in Section 3, Creator shall irrevocably assign to Company all right, title and interest in and to the copyright in the Work and any screenplays or teleplays created pursuant to this Agreement, subject only to the credit provisions set forth in Section 4.

2. SERVICES, DELIVERABLES AND SCHEDULE

2.1 Development Services. Creator shall deliver to Company a written treatment of the initial season and one complete pilot teleplay in a form acceptable to Company. The delivery schedule shall be: Treatment due within days after the Effective Date; Pilot teleplay due within days after Company’s acceptance of the treatment.

2.2 Delivery Standards. All deliverables must be original, complete, free of legal encumbrances and delivered in a format specified by Company. Creator shall cooperate with reasonable development requests, rewrites, and notes from Company and its appointed writers or producers.

3. COMPENSATION

3.1 Option Payment. Company shall pay Creator an option fee of payable within days of the Effective Date in clear funds.

3.2 Purchase Price. If Company elects to exercise the purchase option, Company shall pay Creator a purchase price of subject to standard withholdings and payable in accordance with the payment schedule mutually agreed in writing.

3.3 Back-End Participation. Creator’s entitlement, if any, to net profits, gross participation, or contingent payments must be set forth in a separate written schedule signed by the Parties prior to commencement of principal photography. Creator shall have the right to audit Company’s accounts relating to payments due under this Agreement upon reasonable notice and at Creator’s expense, not more than once per calendar year.

4. CREDIT

4.1 On-Screen Credit. Provided Creator performs substantially in accordance with this Agreement, Company shall accord Creator a sole and proper credit in the main titles or end titles of each Production in accordance with industry standards, to read as follows:

4.2 Promotional Credit. Creator shall receive a reasonable credit in advertising and promotional materials, subject to Company’s right to determine placement and size consistent with comparable creator credits.

5. REPRESENTATIONS AND WARRANTIES

Creator represents and warrants that: (a) Creator is the sole author and owner of the Work and has full right, power and authority to enter into this Agreement and to grant the rights herein; (b) the Work is original and does not infringe or violate any copyright, trademark, right of privacy, right of publicity, contract, or other right of any third party; (c) there are no pending claims, actions or agreements that would impair Creator’s ability to grant the rights hereunder; and (d) all statements made in any submitted materials are true and complete to Creator’s knowledge.

6. CONFIDENTIALITY

6.1 Confidential Information. Each Party shall maintain as confidential all non-public information disclosed by the other Party concerning creative materials, business plans, budgets, scripts and other proprietary information and shall not disclose such information except to its employees, agents or professional advisors having a need to know, who are bound by confidentiality obligations at least as protective as those contained herein.

6.2 Exceptions. Confidentiality obligations do not apply to information that is or becomes publicly known through no breach of this Agreement, or is independently developed or obtained by the receiving Party without restriction.

7. INDEMNIFICATION; INSURANCE

7.1 Indemnity by Creator. Creator shall indemnify, defend and hold harmless Company and its affiliates, officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys’ fees) arising out of any breach of Creator’s representations, warranties or covenants set forth in this Agreement, including claims of third-party infringement.

7.2 Insurance. Company shall maintain, at its cost, customary production insurance policies appropriate to the production of the Productions. Creator shall maintain general liability insurance or errors and omissions coverage as may be mutually required for protection against claims arising from Creator’s activities under this Agreement.

8. TERMINATION

8.1 Termination for Material Breach. Either Party may terminate this Agreement upon thirty (30) days’ written notice to the other Party if the other Party materially breaches any provision of this Agreement and fails to cure such breach within the notice period.

8.2 Effect of Termination. Upon termination by Company for Creator’s uncured material breach, Company shall retain any rights previously acquired and Creator shall refund any unearned portion of payments specifically designated as refundable. Termination shall not relieve either Party of liability for obligations incurred prior to termination.

9. NOTICES

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

10. AMENDMENTS; WAIVER; COUNTERPARTS

10.1 Amendments. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

10.2 Waiver. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of that right or any other right.

10.3 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. Signatures delivered by electronic transmission shall be binding.

11. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles.

11.2 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace any invalid provision with a valid provision that most closely approximates the Parties’ original intent.

11.3 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, understandings and negotiations between the Parties relating to the Work.

12. MISCELLANEOUS

12.1 Assignment. Company may assign its rights and obligations hereunder in whole or in part to any affiliate or third party without Creator’s consent; Creator may not assign any rights hereunder without Company’s prior written consent, except that Creator may assign to an heir or personal representative in the event of death.

12.2 Relationship of Parties. The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment relationship, or agency relationship between the Parties for any purpose.

EXECUTION

The Parties have executed this Agreement through their authorized representatives as of the Effective Date first written above.

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