Showrunner Services Agreement

SHOWRUNNER SERVICES AGREEMENT

This Showrunner Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Producer Name: with principal address at and Showrunner Name: with principal address at .

RECITALS

WHEREAS, Producer is engaged in the development, production and exploitation of a television series presently entitled " " (the "Series"); and

WHEREAS, Producer desires to engage Showrunner to render creative and production management services in connection with the Series, and Showrunner desires to provide such services on the terms and conditions set forth herein; and

WHEREAS, the parties intend for Showrunner to exercise artistic control over writing, casting, hiring of key personnel, and day-to-day creative supervision as more fully described in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. ENGAGEMENT; TERM

1.1 Engagement. Producer hereby engages Showrunner, and Showrunner accepts such engagement, to perform the services described in Section 2 on the terms set forth in this Agreement as an independent contractor and not as an employee.

1.2 Term. The engagement shall commence on Effective Date specified above and shall continue for a period of (the "Initial Term") unless earlier terminated as provided herein. The parties may extend the term by written amendment executed by both parties.

2. SERVICES

2.1 Duties. Showrunner shall perform all creative and managerial services reasonably necessary for the development, writing, production and post-production of the Series, including without limitation: (a) supervision of writers' room and creative staff; (b) approval of scripts, casts and key creative personnel; (c) attending production and post-production meetings; and (d) any other services reasonably requested by Producer in furtherance of the Series (collectively, the "Services").

2.2 Personnel. Showrunner shall have the authority to recommend hiring and firing of writing staff and other creative personnel; final hiring decisions shall be made in accordance with Producer's customary procedures subject to Showrunner's reasonable creative approval rights as set forth in this Agreement.

3. COMPENSATION; EXPENSES

3.1 Base Compensation. As full compensation for the Services, Producer shall pay Showrunner a fee of payable in accordance with the payment schedule below.

3.2 Bonuses and Contingent Compensation. Showrunner shall be eligible for bonuses or backend participation if and to the extent set forth in a separate schedule attached hereto and incorporated herein. Any contingent compensation shall be paid in accordance with the terms of such schedule.

4. CREDITS

Producer shall accord Showrunner credit on-screen in the main title sequence in substantially the form "Showrunner" or such other credit as is customary and agreed by the parties. The parties shall mutually agree in good faith on the size, placement and prominence of such credit, which shall not be unreasonably withheld by Producer.

5. OWNERSHIP; WORK MADE FOR HIRE

5.1 Work Made for Hire. To the extent permitted by law, all scripts, treatments, notes, and other materials created by Showrunner in the course of performing the Services shall be deemed "works made for hire" and shall be the exclusive property of Producer. To the extent any such materials are not deemed works made for hire, Showrunner hereby irrevocably assigns to Producer all right, title and interest in and to such materials.

5.2 License Back. Subject to Producer's ownership, Producer may grant Showrunner a non-exclusive, non-transferable license to use final deliverables solely for Showrunner's portfolio and promotional materials, subject to Producer's prior written approval for any public disclosure.

6. CONFIDENTIALITY

Showrunner shall hold in strict confidence and shall not disclose to any third party any confidential or proprietary information of Producer, including without limitation storylines, scripts, casting choices, business terms and financial information, except as required to perform the Services. The obligations of confidentiality shall survive termination of this Agreement for a period of five (5) years.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right and authority to enter into this Agreement. Showrunner represents and warrants that (a) the Services and any materials provided by Showrunner will be original to Showrunner or properly licensed; (b) Showrunner's performance will not violate any obligation to any third party; and (c) Showrunner will comply with all applicable laws and guild obligations.

8. INDEMNIFICATION

Showrunner shall indemnify, defend and hold harmless Producer and its affiliates from and against any claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of any breach of Showrunner's representations, warranties or obligations under this Agreement. Producer shall indemnify Showrunner against liabilities arising from Producer's breach of this Agreement or Producer's exploitation of the Series outside the scope of the rights granted herein.

9. INSURANCE

Producer shall maintain customary production insurance, including cast and crew coverage and errors and omissions insurance. Showrunner shall maintain general liability insurance in such amounts as are reasonably required by Producer and shall provide certificates of insurance upon request.

10. TERMINATION

10.1 For Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice.

10.2 Without Cause. Producer may terminate the engagement without cause upon payment to Showrunner of any accrued fees and a termination payment equal to or such other amount as may be agreed.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below (or at such other address as a party may designate by notice in accordance with this Section) and shall be effective upon receipt.

12. ASSIGNMENT; INDEPENDENT CONTRACTOR; NON-SOLICITATION

12.1 Assignment. Showrunner shall not assign or delegate its rights or obligations under this Agreement without Producer's prior written consent. Producer may assign this Agreement to an affiliate or successor in interest.

12.2 Independent Contractor. Showrunner is an independent contractor and is not an employee, partner or agent of Producer. Showrunner shall be responsible for all taxes and benefits associated with Showrunner's performance hereunder.

13. AMENDMENT; WAIVER; COUNTERPARTS

Any amendment or modification of this Agreement must be in writing and signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. MISCELLANEOUS

15.1 Publicity. Except as required to perform the Services, neither party shall issue publicity regarding the business terms of this Agreement or the Series without the other party's prior written consent, which shall not be unreasonably withheld.

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