Legal Script Agreement

LEGAL SCRIPT AGREEMENT

This Legal Script Agreement (the "Agreement") is made as of by and between Client Name: with principal address at ("Producer"), and Writer Name: with principal address at ("Writer"). Producer and Writer are collectively referred to as the "Parties."

RECITALS

WHEREAS, Writer has prepared or will prepare a written script, treatment, or adaptation provisionally titled (the "Script");

WHEREAS, Producer desires to engage Writer to provide the Script and related writing services and Writer desires to provide such services on the terms and conditions set forth herein;

WHEREAS, the Parties intend by this Agreement to define their respective rights, obligations, compensation and the transfer or license of rights in the Script.

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 RIGHTS

1.1 Assignment or License. Writer hereby (select one): Assigns and transfers to Producer all right, title and interest in and to the Script, including copyright and all renewals and extensions (exclusive assignment). Grants to Producer an exclusive, irrevocable, worldwide license to exploit the Script in all media now known or hereafter devised (exclusive license). If both boxes are left blank, the default shall be exclusive license with the rights necessary for the production, distribution and exploitation described in this Agreement.

1.2 Scope. The rights granted include the right to adapt, revise, edit, translate, dub, subtitle, produce derivative works, assign underlying rights, exploit the Script in motion picture, television, streaming, promotional, ancillary and merchandising media, and to authorize others to do the same, subject to the limitations expressly set forth herein.

2. DELIVERABLES, SCHEDULE & ACCEPTANCE

2.1 Delivery. Writer shall deliver the initial draft of the Script on or before . Subsequent revisions shall be delivered in accordance with the schedule set forth in Exhibit A attached hereto (if any) or as otherwise mutually agreed in writing.

2.2 Acceptance. Producer shall have days from receipt of each delivery to provide written acceptance or detailed written notice of required revisions. Failure to provide timely notice shall constitute acceptance.

3. COMPENSATION

3.1 Payment. Producer shall pay Writer a total fee as set forth above. Payment shall be made as follows: Deposit upon execution of ; balance upon acceptance of final delivery or on the schedule shown: .

3.2 Taxes. All payments are exclusive of taxes. Each Party shall be responsible for its own taxes arising from payments made or received under this Agreement unless otherwise required by applicable law.

4. REVISIONS AND CREDITS

4.1 Revisions. Writer shall provide up to rounds of reasonable revisions included in the Fee. Additional revisions shall be compensated at unless otherwise agreed in writing.

4.2 Credit. If the Script is produced, Producer shall use commercially reasonable efforts to accord Writer credit appropriate to Writer's contribution as follows: . Placement and size of credit shall be in Producer's reasonable discretion consistent with industry practice.

5. WARRANTIES, REPRESENTATIONS & MORAL RIGHTS

5.1 Writer represents and warrants that (a) the Script is original to Writer except for material in the public domain or expressly licensed, (b) Writer has full right and authority to enter into this Agreement and to grant the rights herein, and (c) to Writer's knowledge, the Script does not infringe the rights of any third party. Writer shall execute documents and take actions reasonably necessary to perfect the rights granted to Producer.

5.2 Moral Rights. To the extent permitted by law, Writer hereby irrevocably waives and agrees not to assert any moral rights or droit moral that Writer may have in the Script against Producer or any assignee or licensee.

6. CONFIDENTIALITY

Each Party shall keep confidential all non-public information and materials exchanged in connection with this Agreement and shall not disclose such information except to employees, agents or contractors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidential information does not include information that is or becomes public through no breach by the receiving Party or that is independently developed or lawfully obtained.

7. INDEMNIFICATION & LIMITATION OF LIABILITY

7.1 Indemnification. Each Party shall indemnify, defend and hold harmless the other Party from any third-party claim arising out of the indemnifying Party's breach of any representation, warranty or covenant contained in this Agreement, and shall pay the indemnified Party's reasonable costs, including attorneys' fees, incurred in connection with such claim.

7.2 Limitation of Liability. Except for breaches of confidentiality and willful misconduct or fraud, neither Party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of each Party for direct damages under this Agreement shall not exceed the total amounts actually paid by Producer to Writer under this Agreement.

8. TERMINATION

8.1 Termination for Cause. Either Party may terminate this Agreement upon material breach by the other Party if such breach remains uncured for a period of days after written notice.

8.2 Effect of Termination. Termination shall not relieve either Party of obligations accrued prior to termination. Upon termination for Writer's breach, Producer may retain finished and unfinished work but shall be relieved of further payment obligations except for amounts owing for accepted deliverables.

9. OWNERSHIP; DELIVERY OF INSTRUMENTS

Writer shall, at Producer's expense, promptly execute and deliver all documents and do all acts that Producer reasonably requests to vest in Producer the full and exclusive rights described in this Agreement, including but not limited to assignments, instruments of conveyance and affidavits necessary to secure or maintain copyright registrations.

10. NOTICES

All notices required or permitted hereunder shall be in writing and shall be delivered by hand, overnight courier, or by certified mail, return receipt requested, to the addresses set forth below or to such other address as either Party may designate by notice in accordance with this Section.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 Amendments. No modification or amendment of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

11.2 Waiver. The waiver by either Party of a breach or default shall not constitute a waiver of any subsequent breach or default.

11.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic image shall be deemed originals for all purposes.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties: , without regard to conflicts of law principles.

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

12.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable.

MISCELLANEOUS

13.1 Relationship of Parties. The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture or employment relationship.

13.2 Assignment. Producer may assign its rights hereunder to an affiliate or to any third party acquiring all or substantially all of Producer's business or assets, provided that no such assignment shall materially diminish Writer's compensation under this Agreement without Writer's prior written consent.

ADDITIONAL PROVISIONS

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