Sample U.S. Distribution Contract
Agreement made and entered into as of May 1, 2012, by and between hereby known as Distributor [Enter address, telephone, fax, email, production company] and hereby known as Producer [Enter address, telephone, fax, email]. In consideration of their respective covenants, warranties, and representations, together with other good and valuable consideration, Distributor and Producer hereby agree as follows:
I. | PICTURE: Producer will deliver to Distributor the documentation, advertising, and physical materials (the “Materials”) set forth in the attached Delivery Schedule (Exhibit “A”), relating to the motion picture with the running time of 80 minutes currently entitled [Enter title of film]. |
II. | RIGHTS GRANTED: |
A. | Producer hereby grants to Distributor the irrevocable, right, title, and interest in and to the distribution of the Picture, its sound, and music, in the Territory (as hereinafter defined), including, without limitation, the sole, exclusive, and irrevocable right and privilege, under Producer’s copyright and otherwise, to distribute, license, and otherwise exploit the Picture, its image, sound, and music (as embodied in the Picture only) during the Term (as hereinafter defined) throughout the Territory (as hereinafter defined) for Home Video/DVD, Video On Demand (VOD), and Internet (collectively, the “Media”). Such rights do not include the rights to produce other motion pictures, or sequels, or remakes of the Picture, or any right to produce television series, miniseries, or programs or the rights to license clips from the Picture or other so-called ancillary rights (herein called “Reserved Rights”). Without limiting the generality of the foregoing, or any other rights granted to Distributor elsewhere in this Agreement, Producer •• the following rights: |
B. | Advertising: Distributor shall have the exclusive right throughout the Territory during the Term to advertise and publicize (or have its subdistributors advertise and publicize) the Picture by any and all means, media, and method whatsoever, including by means of the distribution, exhibition, broadcasting, and telecasting of trailers of the Picture, or excerpts from the Picture prepared by Distributor or others, subject to any customary restrictions upon and obligations with respect to such rights as are provided for in the contracts in relation to the production of the Picture. |
C. | Title: Distributor shall have the right to use the present title of the Picture. |
D. | Distributor may add its own logo/branding/advertising to the packaging, advertising materials, and at the end or beginning of the Picture. Additionally, Distributor may add a “ghost logo” superimposed on Picture. |
E. | Licensing: Distributor has the right to grant licenses and other authorizations to one or more third parties to exercise any or all of said rights and privileges provided herein, for any and all territories throughout the Territory. |
X. | DISTRIBUTOR’S WARRANTIES: Distributor warrants that it is solvent and not in danger of bankruptcy. Distributor has the authority to enter into this Agreement, and there are and, to the best of Distributor’s knowledge and belief, will be, no claims, actions, suits, arbitrations, or other proceedings or investigations pending or threatened against or affecting the Distributor’s ability to fulfill its obligations under this Agreement, at law or in equity, or before any federal, state, county, municipal, or other governmental instrumentality or authority, domestic or foreign. Distributor warrants that all payments from subdistributors and other distributors will be by check, cash, wire transfer, letter of credit, or money order payable in the name of Distributor. |
XI. | INDEMNITY: Each party hereby agrees to defend, indemnify, and hold harmless the other (and its affiliates, and its and their respective successors, assigns, distributors, officers, directors, employees, subsidiaries, licensees, and representatives) against and for any and all claims, liabilities, damages, costs, and expenses (including reasonable outside attorney’s fees and court costs) arising from or related to any breach or alleged breach (or claim which, if proven, would be such breach) by the indemnifying party of any of its undertakings, representations, or warranties under this Agreement, and/or arising from or related to any and all third-party claims which, if proven would be such breach. Each party agrees to notify the other in writing of any and all claims to which this indemnity will apply, and to afford the indemnifying party the opportunity to undertake the defense of such claim(s) with counsel approved by the indemnified party (which approval will not be unreasonably withheld), subject to the right of the indemnified party to participate in such defense at its cost. In no event shall any such claim be settled in such a way as would adversely affect the rights of the indemnified party in the Picture without such party’s prior written consent; provided, however, that Producer hereby consents to any settlement entered into under any of the following circumstances: |
XVII. | ACCOUNTINGS: |
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date hereof.
AGREED AND ACCEPTED: FILM COMPANY:
By:___________________________ Date:___________________________
By:___________________________ Date:___________________________
18.221.46.44