Legal Pilot Script Agreement

LEGAL PILOT SCRIPT AGREEMENT

This Legal Pilot Script Agreement ("Agreement") is made and entered into as of Effective Date: by and between Production Company: whose principal place of business is , and Writer: whose address is .

RECITALS

WHEREAS, Production Company is engaged in the development, financing and production of television and digital content and desires to commission a pilot teleplay and related materials for exploitation; and

WHEREAS, Writer has represented that Writer possesses the skill and expertise to prepare an original pilot teleplay and related materials and is willing to deliver the same pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth the terms under which Writer shall prepare, deliver and assign certain rights in the pilot teleplay and related materials to Production Company.

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. DEFINITIONS

1.1 "Pilot Teleplay" means the original written pilot script and any specified treatments, outlines and synopses described in Exhibit A to be delivered by Writer to Production Company pursuant to this Agreement.

1.2 "Materials" means all drafts, revisions, notes, outlines, synopses, and all tangible and intangible embodiments of the Pilot Teleplay created by Writer in connection with this Agreement.

2. ENGAGEMENT; DELIVERABLES

2.1 Engagement. Production Company engages Writer to render services as an independent contractor to prepare the Pilot Teleplay and related Materials in accordance with the schedule and specifications set forth herein.

2.2 Delivery Schedule. Writer shall deliver the first draft of the Pilot Teleplay on or before First Draft Due Date: , with subsequent revisions as set forth below.

2.3 Delivery Format. All delivered Materials shall be in industry-standard screenplay format and shall be delivered electronically and, upon request, in hard copy, in the form and medium reasonably required by Production Company.

3. COMPENSATION

3.1 Payment Terms. Production Company shall pay Writer the Fee in accordance with the schedule: Deposit upon execution, Balance upon delivery and acceptance of the Final Draft. All payments are subject to production contingencies described in Section 11.

3.2 Withholding. Production Company may withhold amounts required by applicable law and shall provide documentation of any withholding to Writer upon request.

4. RIGHTS, OWNERSHIP AND OPTION

4.1 Option. For consideration set forth in Section 3, Writer hereby grants Production Company an exclusive option for a period of Option Period (in days): days to acquire exclusive rights in the Pilot Teleplay pursuant to the terms agreed upon by the parties.

4.2 Ownership. Upon payment in full of the Fees and exercise of any option as provided herein, Writer shall irrevocably assign and transfer to Production Company all right, title and interest in and to the Pilot Teleplay and Materials, including without limitation all copyright, renewal and extension rights, subject only to Writer's retained moral rights to credit as provided in Section 6.

5. REVISIONS AND ACCEPTANCE

5.1 Revisions. Writer shall deliver up to Number of Covered Rewrites: covered rewrites. Additional rewrites requested by Production Company shall be subject to additional compensation at a rate mutually agreed in writing.

5.2 Acceptance. Production Company shall timely review each delivery and shall either accept the delivery or deliver written notes specifying required changes within Acceptance Period (days): days. Failure to provide notes within the Acceptance Period shall constitute deemed acceptance.

6. CREDIT

6.1 Credit. If the Pilot Teleplay is produced and Writer is the author of the teleplay as defined under applicable industry practice, Writer shall be accorded teleplay or writing credit consistent with industry custom; provided, however, Production Company shall have final determination of credit in accordance with applicable credit determination procedures.

7. CONFIDENTIALITY

7.1 Confidential Information. Writer acknowledges that during the course of performance Writer may receive confidential or proprietary information belonging to Production Company. Writer agrees to hold such information in strict confidence and not to use or disclose it except as necessary to perform obligations under this Agreement or as required by law.

8. REPRESENTATIONS AND WARRANTIES; INDEMNITY

8.1 Writer represents and warrants that (a) Writer is the sole author of the Materials to be delivered hereunder, (b) the Materials will be original to Writer and will not infringe upon the rights of any third party, and (c) Writer has full power and authority to enter into this Agreement and to grant the rights granted herein.

8.2 Indemnity. Writer agrees to indemnify, defend and hold harmless Production Company, its affiliates and their respective officers, directors and employees from and against any and all claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of any breach of the foregoing representations and warranties.

9. TERMINATION

9.1 Termination for Convenience. Production Company may terminate this Agreement for convenience upon written notice to Writer. In such event, Writer shall be entitled to compensation pro rata for work performed and delivered prior to termination, less any costs properly chargeable to Writer.

9.2 Termination for Material Breach. Either party may terminate this Agreement upon material breach by the other party if such breach is not cured within thirty (30) days after written notice specifying the breach.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as either party may designate by notice to the other.

11. ASSIGNMENT; SUCCESSORS

11.1 Assignment. Production Company may assign its rights and obligations under this Agreement to any affiliate or successor without consent. Writer may not assign this Agreement or any right hereunder without Production Company's prior written consent, except that Writer may assign to an entity controlled by Writer provided Writer remains primarily responsible for the Writer's obligations.

12. AMENDMENT; WAIVER

12.1 Amendment. This Agreement may be amended or modified only by a writing signed by both parties.

12.2 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought.

13. GOVERNING LAW; VENUE

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

13.2 Venue. The parties submit to the exclusive jurisdiction of the courts located in Venue City/County: for resolution of disputes arising out of this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY

14.1 Entire Agreement. This Agreement, together with any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

14.2 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, such provision shall be ineffective only to the extent of such illegality, invalidity or unenforceability and shall not affect the remaining provisions of this Agreement, which shall continue in full force and effect.

15. MISCELLANEOUS

15.1 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

15.2 Independent Contractor. Writer is an independent contractor and not an employee, partner or joint venturer of Production Company for any purpose, and Writer shall be solely responsible for all taxes and other obligations arising from compensation paid under this Agreement.

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