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Agreement to Produce Television Series Agreement (the Agreement) made on the _________________ (date), between ____________________ (Name of Producer) of _________________ ________________________________________________________ (street address, city, state, zip code) , referred to herein as Producer, and ____________________________ (Name of Production Company), a corporation organized and existing under the laws of the state of ______________, with its principal office located at _______________________ _____________________________________________ (street address, city, state, zip code) , referred to herein as Company. 1. Definitions A.Person means any individual, partnership, corporation, trust, joint venture, unincorporated association or other entity. B. Company means ____________________ (Name of Company). C. Property means the characters and other intellectual property now or hereafter developed by Company and all productions produced, distributed and/or owned by Company. D. Term refers to the minimum rights period pursuant to which a Property is exploited. 2. Services Company hereby engages Producer to render exclusive producing and consulting services to Company during the Term hereof. Producer will render such services when, where and as reasonably required by Company and will comply with all reasonable directions of Company relative thereto. The services to be rendered by Producer hereunder include, but are not limited to, producing and consulting services with respect to the development and production of all programming of Company at the reasonable instruction of Company. Producer's primary responsibilities will be serving as executive producer for the television series entitled ______________________ (name of show) , including consulting on key creative elements, scheduling, casting, selection and supervision of key crew and post-production. 3. Term A. Initial TermThis Agreement will commence on __________________ (date) and will terminate on _________________ (date), hereinafter called the Initial Term, unless sooner terminated, suspended or extended in accordance with the terms provided for herein. B. Extended Term Company will have an exclusive and irrevocable option, exercisable in writing on or before a date which is at least ______ (number) days prior to the end of the Initial Term, to extend this Agreement for an additional _____ (number) year period ( Extended Term ), unless sooner terminated, suspended or extended in accordance with the terms provided for herein. The Initial Term and the Extended Term, to the extent exercised and in effect, are collectively referred to herein as the Term. 4. Exclusivity During the Term, Producer agrees to render his services solely and exclusively for Company, and will not perform services for any other person or business in connection with any other entertainment industry project without the prior written consent of Company. 5. Payment A. Base Salary As full and complete compensation for all services rendered and the rights granted by Producer to Company hereunder, Company agrees to pay Producer and Producer agrees to accept a salary of $___________ for the Initial Term with increases of $___________ and $___________ respectively for the second and third years after the Initial Term, if Company exercises the options described in Paragraph 3.B above. The Base Salary will be payable in equal monthly installments on Company's standard payroll day. B. Additional Consideration In addition to the Base Salary payable to Producer as set forth above, Producer will be entitled to receive the following sums set forth below: 1. Residuals: With respect to all programming on which Producer renders his services hereunder, Producer will be entitled to receive additional compensation of $___________ for each episode of the series. The foregoing constitutes one-time payments for each episode of any series for which Producer renders services hereunder. 2. The residuals, less any applicable deductions required by law will be payable within _____ (number) days following the initial exploitation of the series episodes. 3. The residuals will be payable to Producer during and after the expiration of the Term of this Agreement. Such residuals will be payable to Producer after the expiration of the Term at the same time and in the same manner as if such were payable during the Term. C. Fringe Benefits Producer will be entitled to the following fringe benefits, which benefits will terminate upon the expiration of the Term hereof or the termination of Producer's services as provided for herein. 1. Medical Insurance: Producer will be eligible to participate in Company's medical and health plan or other similar benefit plans generally made available to other employees of Company in accordance with the terms thereof, as such terms may change from time to time and subject to Producer cooperating with and successfully passing any medical examinations required in connection with such benefits. 2. Life Insurance: Provided Producer qualifies for life insurance at normal premium rates, Company will pay for the premiums on a $________ term life insurance policy during the Term. 6. Office Company will provide Producer with a suitable, furnished office for Producer's sole use wherever Company maintains its principal offices, prepaid parking, and will employ a secretary or an assistant reasonably approved by Producer for Producer's sole use at a salary approved by Company. 7. Expenses Producer will be regularly reimbursed (no less frequently than monthly) for all necessary and reasonable business expenses incurred by Producer in the scope of Producer's engagement hereunder upon submission of itemized expenses (together with original receipts wherever possible) in the manner and at the time specified by Company. If any expenses are substantial or exceed the parameters of Company's normal expense reimbursement procedures, Producer will obtain the approval of Company prior to incurring such expense. 8. Business Travel When required by Company to render services at an overnight location outside of Producer's city of residence, Company will provide or reimburse Producer for the cost of round-trip, business class transportation and business class hotel accommodations in accordance with Company policy with respect to such matters. 9. Car Allowance Company will provide Producer with a monthly car allowance during the Term in the amount of $__________, payable on a monthly basis. 10. Vacation Producer will be entitled to annual paid vacations in accordance with the vacation policy of Company. 11. Capacity to Contract Producer will have no right or authority to and will not employ any person in any capacity, nor contract for the purchase or rental on behalf of Company of any materials nor incur any obligations on behalf of Company whereby Company is required to pay any monies or incur liability, without the prior consent of Company. Notwithstanding the foregoing, Company agrees that Producer will have the right to employ persons and make obligations on behalf of Company provided such elements are contained within a budget previously approved by Company. 12. Name and LikenessCompany and its successors, licensees and assigns will have the non-exclusive and perpetual right, but not the obligation, to use and license the use of Producer's name, photograph, approved likeness and biographical data _____________________________ (Name and Likeness) for the following: A. In billing and credits with respect to any series produced during the Term; B. In publicizing Producer's services hereunder or the results and proceeds of all Producer's services hereunder in connection with any series produced during the Term, which right may be exercised by Company or any distributor, network, sponsor, advertising agency or licensee of exhibition rights in the series; C. In connection with the publication or other exploitation of ancillary products derived from any series produced hereunder; and D. In connection with all publicity related to the series and the general business of Company. Producer will give prior notice to and coordinate with Company any and all publicity and interviews in connection with Producer's services hereunder. 13. Death or Disability A. In the event of Producer's death during the Term, this Agreement will terminate and Company will be obligated to pay Producer's estate only that portion of Base Salary and Additional Consideration, if any, earned and accruing to Producer pursuant to Paragraph 5.B through the date of termination. B. In the event that Producer is substantially unable to perform the services required hereunder as the result of physical or mental disability, as determined by Company (including consultation with Producer's physician, if any) and such disability continues for a period of _______ (number) consecutive weeks, Company will have the right, at its option, to terminate Producer's employment hereunder upon ten days' written notice at any time after the ______ (number) - week period, so long as the disability is continuing at the time of such notice, and Company will be obligated to Producer for only that portion of the Base Salary and Additional Compensation, if any, earned and accruing to Producer pursuant to Paragraph 5.B of the through the date of termination. 14. Force Majeure In the event that Company sells or otherwise transfers substantially all of its business assets to an unrelated third party or suspends substantially all of its business operations as a result of an event of force majeure (i.e., the interruption of Company's normal business operations caused by any disruptive event including, but not limited to, a labor dispute or strike which is beyond Company's control) and if such event of force majeure continues for a period of _______ (number) consecutive weeks, effective as of the date of the commencement of the event of force majeure, then Company may terminate Producer's services hereunder and Company will be obligated to pay Producer only that portion of the Base Salary and Additional Compensation, if any, earned and accruing to Producer pursuant to Paragraph 5.B through the date of termination. Notwithstanding the foregoing, if Company terminates Producer's services pursuant to this Paragraph and at any time during the Term hereof recommences its business operations and if Producer is available when Company requires his services, then Producer will be offered the opportunity to render services to Company as provided herein for the balance of the previous engagement in accordance with the terms and conditions of this Agreement, and such offer will be accepted, if at all, in writing by Producer within ______ (number) business days after the offer is received, and, if not, the offer will be deemed rejected. 15. Insurance Company has the right to secure in its own name or otherwise, and at its own expense, life, health, accident and other insurance covering Producer. Producer will have no right, title or interest in and to such insurance. Producer will assist Company in procuring such insurance by submitting to examinations and by signing such applications and other instruments as may be reasonably be required by the insurance carrier to which application is made for any such insurance. Producer's own physician may be present at any such examinations, at Producer's sole cost and expense, provided that Producer's physician will not interfere with any such examination. 16. Warranties Producer warrants and represents that: A. Producer has the right to enter into this Agreement and to grant to Company any and all rights and services set forth herein. B. Producer is not subject to any obligation or disability which will or might prevent or interfere with the performance by Producer of all of the covenants, conditions, and agreements to be performed and observed by Producer hereunder, and Producer has not made nor will make any contractual or other commitments which would inhibit the full performance of this Agreement by Producer. C. This Agreement is not subject to any claim against Company for fees or commissions by any of Producer's agents or personal representatives or any other person, firm or corporation. D. All material created, added and/or otherwise contributed by Producer pursuant to this Agreement (collectively the Material) is wholly original with Producer and no part thereof is taken from, based upon, or adapted from any other literary material, dramatic work or television program (other than material fully cleared by Producer or in the public domain) and the full use of the Material, or any part thereof, as herein granted will not, to the best of Producer's knowledge, in any way violate or infringe upon any copyright belonging to any person or entity or constitute a libel or defamation of, or an invasion of the rights of privacy of or otherwise violate or infringe upon any other right or rights whatsoever of any person or entity. E. To the best of Producer's knowledge, there is no outstanding claim or litigation pending against the title or ownership of the Material or any part thereof or in the rights therein. F. Producer has not assigned nor licensed to any other person or entity or in any manner encumbered or hypothecated any of the rights herein granted to Company with respect to the Material, nor has Producer agreed to do so. G. The foregoing warranties and representations are made by Producer to induce Company to execute this Agreement. Producer hereby indemnifies and agrees to hold Company and their officers, employees, directors, agents and licensees, harmless against any and all claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with a breach or alleged breach by Producer of any of the warranties, representations or agreements contained in this Agreement. 17. Errors and Omissions Insurance Company agrees to make application to add Producer as an additional insured under Company's errors and omissions insurance policy with respect to all projects in connection with which Producer renders services pursuant to this Agreement, subject to the terms, conditions and restrictions of said policy, including any deductible or policy limits, provided that (i) the inclusion of Producer on such policy will not relieve Producer in any way from producer's representations, warranties and indemnities contained herein, and (ii) Company will not be responsible to producer if its insurance carrier refuses such application. 18. Ownership The results and proceeds of Producer's services hereunder including, without limitation, in connection with the Property, are and shall be deemed a work-made-for- hire as an employee of Company. Company will exclusively own all now known or hereafter existing rights of every kind throughout the universe in perpetuity, and in all languages, the results and proceeds of the Materials that Producer has furnished hereunder, free and clear of any claims by Producer (or anyone claiming under or on behalf of Producer) of any kind or character whatsoever for all now known or hereinafter invented uses, media and forms including, without limitation, all copyrights thereof in and to motion picture, home video, television, sequel, remake and allied rights therein. The foregoing is inclusive of a full assignment to Company thereof. If under any applicable law the fact that the Property is a work-made-for-hire is not effective to place authorship and ownership of the Property and all rights therein in Company, then to the fullest extent allowable and for the full term of protection otherwise accorded to Producer under such applicable law, including without limitation, for the full term of any copyrights, Producer hereby assigns and transfers to Company all right, title and interest of Producer in the Property. Producer agrees to execute such further instruments as Company may from time to time reasonably deem necessary or desirable to evidence, establish, maintain, perfect, protect, enforce or defend its right, title or interest in or to the Property. 19. Equitable ReliefProducer acknowledges that the services to be rendered by Producer under the terms of this Agreement, and the rights and privileges granted to Company by Producer herein, are of a special, unique, extraordinary and intellectual character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in any action at law, and that a breach by Producer of any of the provisions contained in this Agreement will cause Company irreparable injury and damage. Producer acknowledges that Company is entitled to the remedies of injunction, special performance and other equitable relief for a breach of this Agreement by Producer. Such right of equitable relief will not act as a waiver of any other rights or remedies available to Company. In the event of breach of this Agreement by Company, Producer acknowledges and agrees that under no circumstances will Producer be entitled to injunctive or equitable relief, nor will Producer have the right to rescind this agreement, Producer's sole remedy in the event of such breach is limited to an action at law to recover monetary damages. 20. Termination A. Company may terminate this Agreement and Producer's engagement hereunder at any time for cause. For purposes of this agreement, the term cause will mean conviction of Producer for any felony or any lesser crime involving the property of Company, willful misconduct or gross negligence by Producer in connection with the performance of Producer's duties hereunder. B. Upon termination of this Agreement for cause, Company will only be obligated to pay Producer that portion of the Base Salary and Additional Compensation, if any, earned and accruing to Producer pursuant to Paragraph 5.B through the date of termination of Producer's engagement. In the event the cause can be cured by Producer, Company will afford Producer a ______ (number) business day period from the date of written notice thereof to effect the cure, and this Agreement may not be terminated during such _____ (number) business day period. C. Company will have the right to terminate Producer's employment at any time without cause. In the event Producer's services are terminated by Company other than for cause, death or disability prior to the completion of the Term, Producer will receive the Base Salary for the balance of the Term, payable in equal installments no less frequently than semimonthly. 21. Severability The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 22. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 23. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of _________________. 24. Notices Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 25. Attorney’s Fees In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 26. Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 27. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 28. Modification of AgreementAny modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 29. Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 30. Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. 31. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine. WITNESS our signatures as of the day and date first above stated. ____________________________ (Name of Company) ________________________ By:_______________________________ (Printed Name of Producer) ___________________________ ________________________ (Printed Name & Office in Corporation) (Signature of Producer) ___________________________ (Signature of Officer)