Screenplay Modulator Document

Screenplay Modulator Document

Producer Name:    Producer Address:

Modulator Name:    Modulator Address:

Recitals

WHEREAS, Producer is developing a screenplay and associated treatments and seeks specialized modulation services to adapt, refine and prepare derivative screenplay elements for production (the "Project"), Project Title:

WHEREAS, Modulator represents that Modulator possesses the professional skill, technical capability and experience necessary to perform the services described below and is willing to provide such services under the terms set forth in this Screenplay Modulator Document (this "Agreement").

WHEREAS, the parties desire to set forth the scope, compensation, rights and obligations with respect to the modulations to be delivered under this Agreement.

Scope of Work

Payment Terms

Late fee: % per month on overdue amounts, calculated from the payment due date until paid in full.

Term and Termination

Term Commencement Date:    Term End Date (if applicable):

Confidentiality

The parties acknowledge that during performance under this Agreement each party may receive or have access to confidential, proprietary or trade-secret information of the other party ("Confidential Information"). Each party agrees (a) to hold Confidential Information in strict confidence; (b) not to disclose Confidential Information to any third party except as necessary to perform the services and only under written confidentiality obligations at least as protective as those herein; and (c) to use Confidential Information solely for the purposes of performing obligations under this Agreement. Confidential Information shall not include information that is or becomes publicly known through no wrongful act of the receiving party, is rightfully obtained from a third party without breach of any obligation, or is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Ownership, Rights and Deliverable Acceptance

All original modulation materials, derivative works, notes, edits and deliverables created by Modulator specifically for Producer under this Agreement ("Deliverables") shall be owned exclusively by Producer upon payment in full, and Modulator hereby assigns and transfers to Producer all right, title and interest in and to the Deliverables. To the extent any Deliverable is not an assigned work made for hire, Modulator will execute all instruments reasonably required to effectuate such assignment. Producer shall have the sole right to register, exploit and sublicense the Deliverables in any media now known or hereafter devised.

Representations, Warranties and Indemnity

Each party represents and warrants that it has full power and authority to enter into this Agreement. Modulator further represents and warrants that Deliverables will be original to Modulator and will not infringe any third-party rights. Modulator shall indemnify, defend and hold Producer harmless from any claim, liability, damage or expense arising out of a breach of Modulator's representations or from claims of infringement attributable to Modulator's work, except to the extent caused by Producer's materials or instructions.

Limitation of Liability

Except for breaches of confidentiality, willful misconduct, or indemnity obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Aggregate liability under this Agreement shall not exceed the total fees paid to Modulator hereunder.

Governing Law

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

Entire Agreement

This Agreement, including all exhibits and attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, proposals and agreements, whether written or oral. Any amendment or modification must be in writing and signed by both parties.

Miscellaneous

Notices under this Agreement shall be in writing and delivered to the addresses set forth above. If any provision of this Agreement is held invalid, such invalidity shall not affect the remaining provisions which shall remain in full force and effect.

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