DEAL MEMORANDUM

 

 

 

This Deal Memorandum (“Deal Memo”) will confirm our understanding, on this               day of                                       ,             , regarding the directing services of                                (“Director”) for the film project titled FILMTITLE (the “Project”), to be produced by                                 (“Producer”).

 

 

1.            Director’s Services.  Director will provide: (a) script development and consultation services prior to and during principal photography (“Development Services”); and (b) subject to his availability, director services during and subsequent to principal photography (“Directing Services”).

 

2.            Production Specifics.  The Project is currently budgeted at $                ; provided, however, that Producer has agreed to consult with Director on rebudgeting the Project within the $                 range. The term of principal photography is             weeks.  Under the current budget, Producer intends to produce the Project in                      during                           ; provided, however, Director acknowledges and agrees that Producer may change the timing and locale of principal photography in its sole discretion. The Project will be produced by            [PRODUCER NAMES]                                  , and will be financed by private equity financing, presales and/or co-production financing.

 

3.            Compensation.  For the Development Services, Director will be paid a fee of                                          ($                                 U.S.) to be paid in two-installments as follows: $                      upon execution of this Deal Memo; and $                            , which shall be placed in an escrow account within ten (10) business days following execution and which shall be payable at the earlier of (a) substantial completion of the Development services, as evidenced by casting director’s and Director’s approvals of script submissions to key talent, and (b)                    months following execution of this Deal Memo. For Directing Services, if any, Director shall be paid                                      dollars ($                     ), and Director shall be employed to render such services by an organization that Producer shall cause to be a DGA signatory.  The obligation to pay Director for Directing Services is contingent upon the Producer’s obtaining a completion bond for the Project. As additional compensation for the Directing Services, if any, Director shall be paid an adjusted gross profits participation, as defined on a most favorable nations basis with all other creative elements (producers, writers, actors and key crew) as follows: gross Project revenues of $                or less – [PERCENTAGE OF AGP]; gross Project revenues up to $                      – [PERCENTAGE OF AGP]; gross Project revenues up to $                      – [PERCENTAGE OF AGP]; gross Project revenues up to $                      – [PERCENTAGE OF AGP]; gross Project revenues up to $                                  – [PERCENTAGE OF AGP]; gross Project revenues over $             – [PERCENTAGE OF AGP]; Producer and Director shall negotiate in good faith the definition of adjusted gross profits, and shall complete the negotiations not later than thirty (30) days prior to the start of principal photography, which definition and negotiations shall be subject to Producer’s confidential contractual restrictions.

 

4.             Credit.  Provided Director renders all services described herein, he shall receive a single card, main titles director’s credit (“Directed by                            ”) in all the Project’s prints, tapes and disks, and in all paid advertising, with customary exclusions.

 

5.         Term.   The Term for this Deal Memo shall begin on the date of execution by both parties, and shall end on the later of the date that the Directing Services shall be complete and                                                 .

 

6.         Miscellaneous.  It is contemplated that more formal agreements inclusive of customary provisions shall be negotiated and executed by the parties hereto, but unless and until the same are prepared and executed this Deal Memo shall constitute the agreement of the parties with respect to the Project. Any dispute relating to this agreement shall be resolved by final and binding arbitration under the Labor Rules of the American Arbitration Association in Los Angeles, California, and judgment upon the award of the arbitrator(s) may be entered in any court having jurisdiction, with the prevailing party entitled to recover reasonable attorney's fees and costs of enforcement. The relationship created herein between Director and Producer is that of independent contractors, and no relationship of employment, agency, partnership, or joint venture is created hereby. If any provision contained in this Deal Memo is found to be unenforceable or invalid, such provision shall be unenforceable or invalid only to the extent necessary to bring it within the legal requirements, and all other provisions contained herein shall remain in full force and effect.  Nothing herein shall be construed so as to require the commission of any act contrary to law, and if there is any conflict between any provision of this Deal Memo and any applicable Collective Bargaining Agreement, contrary to which the parties hereto have no legal right to contract, the latter shall prevail, but then any provision of this Deal Memo so affected shall be limited only to the extent necessary to bring it within the legal requirements, and other provisions of this Deal Memo not so contrary shall remain in full force and effect.  This Deal Memo shall be governed by the laws of the State of California applicable to contracts fully performed and executed therein.

                                                                                                                                               

 (“DIRECTOR”)                                                           Date                                                    

 

 

                                                                                                                                               

(“PRODUCER”)                                                         Date                                                    

By:                                                      

Title: