[PRODUCER’S LETTERHEAD]

 

DATE

 

Mr./Ms. SCRIPT DOCTOR

                                               

                                               

                                               

 

 

            Re:            Script Doctor Services

 

Dear Mr./Ms. SCRIPT DOCTOR:

 

This letter agreement (the “Letter Agreement”) sets forth the terms of PRODUCER’S engagement of your script doctor services, pursuant to our recent discussions.

1.                   You will provide PRODUCER (the “Company”) with script consulting services (commonly referred to within the industry as “script doctor” services), relating to the development and marketing of the screenplay SCREENPLAYTITLE (the “Screenplay”). In particular, you will consult with the Company on various aspects of the Screenplay, including plot and character development, dialog, scene description, and strategic planning with respect to marketing the film project (the “Services”).  The Services will include written notes with regard to the foregoing.

2.                   The results and proceeds of the Services (the “Work”) shall be provided and prepared within the scope of your engagement hereunder and shall be a “work made for hire” within the meaning of the U.S. Copyright Act.  Without limiting the foregoing, the Company shall: (i) exclusively own throughout the world in perpetuity all rights of every kind and nature in the Work; and (ii) have the exclusive right to register the copyright in any embodiment of the Work in the Company’s name as owner and author thereof; (iii) have complete control over the use of the Work, including artistic controls; and (iv) have no obligation to use the Services or to produce or commercially exploit the project. You: shall not be entitled to any additional compensation in connection with any commercial exploitation of the Work, pursuant to this Letter Agreement; and agree to execute such documents and do such other acts and deeds as may be required by the Company, its successors, assignees, or licensees to further evidence or effectuate the rights granted herein. All rights granted, transferred or assigned to the Company pursuant this Letter Agreement immediately shall be and shall remain vested in the Company, its successors and assigns, and shall be unaffected by the termination of this Letter Agreement.

3.                   With respect to any material supplied by you in the course of rendering the Services, you warrant that such material: (a) shall be your original creation (except for material in the public domain and/or included at the Company’s direction); (b) does not and will not defame, infringe upon or violate the rights of any kind, including the right of privacy, of any person; and (c) is not the subject of any litigation or claim that might give rise to litigation.  You agree to defend, indemnify and hold the Company, its successors, assignees, licensees and the directors, officers, employees and agents of the foregoing harmless from all claims, liabilities, damages, costs and legal fees arising from any breach or alleged breach by you of any warranty, representation or agreement made by you hereunder or from any use of the rights granted and/or materials supplied by you hereunder.  

 

4.                   For the Services, you shall be paid: a fee of                 dollars ($               ), one-half of which shall be payable upon execution of this Letter Agreement, and the balance payable upon completion of the Services, but in no event later than                .

5.                   The Term for this Letter Agreement shall begin on the date of execution by both parties, and shall expire upon completion of the Services, but in no event later than      .

6.                    It is contemplated that a more formal agreement inclusive of customary provisions shall be negotiated and executed by the parties, but unless and until the same is executed, this Letter Agreement shall constitute the entire agreement of the parties with respect to the Screenplay and 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 you and the Company is that of independent contractors, and no relationship of employment, agency, partnership, or joint venture is created hereby. If any provision contained in this Letter Agreement 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.  This Letter Agreement shall be governed by the laws of the State of California applicable to contracts fully performed and executed therein.

 

If I have accurately stated the terms of our agreement, kindly place your signature below.

 

Sincerely,

PRODUCER

                                                           

By:                                          

Its:                               

 

 

ACKNOWLEDGED AND AGREED THIS                 DAY OF                                  :

 

 

                                                                       

 

SCRIPT DOCTOR

 

 

 

 

 

 

 

   CERTIFICATE OF AUTHORSHIP

 

 

The undersigned                                          ("SCRIPTDOC") hereby certifies as follows:

 

(1)        That pursuant to that Letter Agreement (“Letter Agreement”) dated the                      day of                           ,                       , SCRIPTDOC, for good and valuable consideration, provided script doctor services to PRODUCER (“Company”) relating to the development of a feature-length screenplay entitled SCREENPLAYTITLE (“Screenplay”).  That pursuant to such Letter Agreement, all literary material of whatever kind or nature submitted and to be submitted by SCRIPTDOC (the “Material”), other than the “assigned material” (which shall mean that feature film screenplay and treatment written by ORIGINALWRITER entitled SCREENPLAYTITLE), (hereafter, the “Assigned Material”), in connection with a motion picture tentatively entitled FILMTITLE was written and will be written by SCRIPTDOC as a work-made-for-hire (as defined by the U.S. Copyright Act of 1976 as amended) specially ordered or commissioned by Company for use as part of a motion picture, with Company being deemed the sole author of the Material and the owner of all rights of every kind and nature, whether now known or hereafter devised and entitled to the copyrights (and all extensions and renewals of copyrights) therein and thereto, with the right to make such changes therein and such uses thereof as Company may from time to time determine as such author.

 

(2)        To the extent, if any, the Letter Agreement or this Certificate of Authorship does not confirm in Company all rights, title and interests in and to the Materials as a “work for hire,” the undersigned hereby assigns and transfers to Company any and all rights, title and interests which the undersigned may have presently or prospectively in the material.

 

(3)        That the Material, other than the Assigned Material, is wholly original and has not been adapted from any other literary, dramatic or any other material of any kind or nature, excepting only incidental material which is in the public domain throughout the world; that the Material, other than the Assigned Material, does not contain any material which copies or uses the plot, scenes, sequences, story or characters of any other literary, dramatic or other work; that the Material, other than the Assigned Material, does not infringe upon any statutory or common law rights in any other literary, dramatic or other materials; that no material in the Material, other than the Assigned Material, is libelous or violative of the rights of privacy of any other person and the full use of the rights in the Material, other than the Assigned Material, herein granted to the Company will not violate any rights of any person, firm or corporation, and that the Material, other than the Assigned Material, is not in the public domain in any country in the world where copyright protection is available.

 

(4)     That the Company owns, throughout the world, in perpetuity, all right, title and interest in and to the Material, other than the Assigned Material, and any and all parts thereof, including, but not limited to all motion picture rights, television rights, video rights, internet rights, publication rights and merchandising and commercial tie-up rights.  Such rights include all rights in and to the title by which the Screenplay is now, was or may hereafter be known, the theme thereof and the characters, story, ideas and all other elements therein contained or contained in any version thereof now or hereinafter created, sequel rights in the Screenplay and the rights to secure copyrights in the Screenplay and any motion picture or other use which is based in whole or in part upon the Screenplay in the name and of and for the benefit of the Company or otherwise.

 

(5)        That the Company has the right, but not the obligation, to use the name of the SCRIPTDOC and/or the name, likeness and biography of the SCRIPTDOC as the author(s) of the Screenplay on the screen and in advertising and publicity in connection with the exploitation of any motion picture produced which is based in whole, or in part, on the Screenplay or in connection with the exploitation of any of the rights granted hereunder.

 

(6)        That the Company may make any changes in, deletions from, or additions to the Screenplay or any photoplay, production or other material based on the Screenplay which the Company in its sole discretion may consider necessary or desirable.  The SCRIPTDOC expressly waives, for himself, his heirs, assigns, executors and administrators all rights of "Droit Morale" or any similar right under any law or legal principles.

 

(7)        That with respect to any compensation or other consideration due the SCRIPTDOC in connection with the Material and the Screenplay or his services relating thereto, the SCRIPTDOC agrees to look solely to the Company and will not assert any claim or demand with respect thereto against any assignee, grantee or successor in interest of the Company.

 

(8)        That the Company may assign, transfer, license, delegate or grant all or any part of the rights, privileges and property relating to the Material and to the Screenplay to any person, firm or corporation.  This Certificate of Authorship shall inure to the benefit of the parties hereto and to their respective heirs, successors and assigns.

 

(9)        That in the event of any act or omission of the Company or any successor of the Company constituting a violation or breach of the Term Sheet or other agreement between the Company and the SCRIPTDOC, the SCRIPTDOC shall be limited to remedies at law, if any, to obtain damages, and the SCRIPTDOC shall have no right to rescind all or any portion of such agreement or to enjoin or restrain the distribution or exploitation of the Picture or any material based in whole, or in part, upon the Screenplay.

 

            The SCRIPTDOC has caused this Certificate of Authorship to be executed as of this the             day of                           , 2004.

 

 

SCRIPTDOC

 

 

X                                                                                                 Date:                                       

 

 

                                                                       

SCRIPTDOC Social Security Number or Tax Id. No.

 

                                                                       

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