Contracts

Ives Law Office

entertainment/media law

Contracts

CREW DEAL MEMORANDUM

PRODUCTION COMPANY (“COMPANY”):

Address

MOTION PICTURE (“PICTURE”):

PRODUCER:

DIRECTOR:

EMPLOYEE _______________________________________ (“Employee”)

POSITION ________________________________________

ADDRESS ________________________________________

SOC. SECURITY # _________________________________

CITY/STATE ______________________________________

ZIP CODE ________________________________________

LOAN OUT CO. (if any) _____________________________

FED. I.D. # ________________________________________

PHONE ___________________________________________

PAGER ___________________________________________

CELL ____________________________________________

EMERGENCY CONTACT:

__________________________________________________________________

(Name) (Relationship) (Phone)

START DATE ______________________________________

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[strike this section if not applicable]

DAILY RATE $ _________________________

CHECK IF APPLICABLE:

_____ DAILY CAR ALLOWANCE $ __________

_____ DAILY KIT RENTAL $ __________

_____ MILEAGE REIMBURSEMENT $ __________ per mile or GAS ONLY

_____ PER DIEM $ __________

_____ ACCOMMODATIONS $ __________ (Room and room tax )

******************************************************************************

ANY MATERIAL CHANGE OF THE CONTENTS OF THIS AGREEMENT WILL CONSTITUTE NON-ACCEPTANCE OF THIS EMPLOYMENT. This deal memo shall confirm the agreement entered into this ____ day of ___________, 2002, by and between Employee and Company with respect to Employee’s services in connection with the Picture. The services of Employee shall continue on an exclusive basis as required by Company. Nothing contained herein shall be construed as a guarantee of employment beyond time actually worked.

Employee shall provide services as the ____________________________ [position], and shall report to Producer. Employee agrees to render all services hereunder as a work made for hire in accordance with the terms of this agreement and the instructions of Producer, and in providing such services will devote his/her best talents, efforts and abilities, according to the standard expected of a person in Employee’s position on a first class feature motion picture production, as such term is commonly understood in the entertainment industry.

COMPENSATION:

As full compensation for all the services rendered and to be rendered by Employee hereunder and the grant of rights made to Company hereunder, Company will pay to Employee, and Employee agrees to accept as full compensation the following (the “Compensation”):

A. Employee shall be entitled to receive payment as compensation for all services rendered the amount of $ _________________________.

[include this section if applicable]

B. Deferred Compensation: Subject to the due performance by Employee of all of Employee’s obligations hereunder and on the condition that Employee’s engagement has not been terminated by Company, in addition to the initial compensation as set forth in (A) above, Employee shall be entitled to receive the amount of $ __________________ (the “Deferred Compensation”) on a deferred basis, payable from any and all revenues generated by the distribution and exploitation of the Picture, if any, after the Picture is completed and after recoupment of all production costs of the Picture, and all costs (including legal fees) incurred by Company in connection with the production, distribution, sale, licensing or other exploitation of the Picture, including without limitation advertising, promotion, publicity, marketing, duplication and shipping costs. The Deferred Compensation shall be payable on a pari passu and pro rata basis with all other cast and crew members entitled to receive such compensation, and only to the extent that such revenues are actually received by Company.

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[include this section if applicable]

C. Contingent Compensation: Subject to the due performance by Employee of all of Employee’s obligations hereunder and on the condition that Employee’s engagement has not been terminated by Company, [in addition to the initial compensation as set forth in (A) above] [and the Deferred Compensation as set forth in (B) above], Employee shall be entitled to receive ________ Percent ( ____ %) of Company’s Net Profits, if any, defined as all monies received from the distribution and exploitation of the Picture less the following: (i) any and all distribution fees, costs and expenses incurred by third parties in regard to the sale, license, or other exploitation of the Picture; (ii) any and all expenses incurred by Company in regard to the sale, license, or other exploitation of the Picture, including, without limitation, advertising, promotion, publicity, marketing, duplication and shipping costs, and fees, royalties, residuals and any other payments made to third parties; (iii) any and all unpaid production fees, costs and expenses, including all deferred production fees, legal fees, costs and expenses, in connection with the Picture; (iv) and any and all third party payments to funders and gross profit participants on the Picture. Company makes no representation that any such distribution or exploitation of the Picture will occur or that any amount of net profits as defined herein will be so generated.

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ADDITIONAL PROVISIONS: __________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

1. NO GUARANTEE OF EMPLOYMENT: It is explicitly agreed that this is not a guarantee of employment. Company reserves the right to terminate Employee at any time subject only to the obligation to pay the balance of any compensation earned by Employee but unpaid by Company as of the date of termination.

2. INJURY, DAMAGE OR THEFT: Company and/or its insurer or insurance agent(s) shall not be responsible for any uninsured personal injury to Employee; nor for the loss, damage or theft of any personal property, including vehicles, clothing or effects, unless Company has specifically requested in writing the use of such personal property by Employee or Company during the course of production. If Employee causes or contributes to any personal injury, property damage, or loss to Company, such Employee shall be personally liable for all expenses incurred by Company.

3. VEHICLES: If Employee drives a vehicle rented or provided by Company and that vehicle is damaged on either Company’s or Employee’s time, Employee must report the incident and be prepared to accept financial responsibility for any damage which is the result of Employee’s negligence or misconduct. If a private vehicle is provided by Employee for the production, Employee shall be fully responsible for the registration and proper insurance for such vehicle, and proof of such insurance must be provided to Company. Employee hereby acknowledges that Company will not be responsible for any traffic or parking citations received by Employee during any stage of the production.

4. EMPLOYMENT ELIGIBILITY: All employees are subject to withholding, unless Employee notifies Company prior to signing this agreement that he/she operates as a Loan-Out Company. All Loan-Out Companies must be incorporated and provide Company with their Articles of Incorporation and Federal I.D. Number. Company’s obligations hereunder are conditioned upon completion, to Company’s satisfaction, of Forms W-4 (Employee’s Allowance Witholding Certificate) and I-9 (Employment Eligibility Verification Form).

5. PURCHASE ORDERS: Employee is not authorized to purchase and/or rent items on behalf of Company without an approved Purchase Order. All purchased items are the property of Company. Employee agrees to provide an accounting at least once a week for any petty cash advances. Off the set meals will not be reimbursed unless approved in advance by Company.

6. CELLULAR PHONES: Charges for cellular phone will only be reimbursed when their use is pre-approved by Company. No reimbursement will be made for monthly cellphone access charges.

7. ALCOHOL AND CONTROLLED SUBSTANCES: The consumption of alcoholic beverages and/or non-prescription controlled substances by Employee during working hours is cause for immediate termination. There are to be no alcoholic beverages in any of Company’s vehicles at any time.

8. CONFIDENTIALITY: Employee agrees that his/her services are confidential and agrees not to disclose to any third party, in any manner whatsoever, any information regarding the Picture or this agreement. Without limiting the generality of the foregoing, Employee agrees not to give interviews or authorize any publicity relating to Employee’s services hereunder, or regarding the Picture, without the express permission of Company.

9. ELECTRONIC PRESS KIT: Employee is hereby advised that the Picture may be the subject of an “electronic press kit” or “behind the scenes” promotional photography. Employee hereby grants to Company his/her consent to be so photographed. Company shall have the exclusive right in perpetuity to issue and authorize publicity concerning Employee and to use Employee’s name, photograph, likeness, voice, and biographical information in any manner whatsoever in connection with the distribution, exhibition, advertising and exploitation of the Picture.

10. PRODUCT PLACEMENT: No product tie-ins or product placement agreements can be executed without the prior written approval of Company.

11. CREDIT AND BILLING: Screen credit is at Company’s sole discretion subject to Employee performing all services required herein. If Employee is entitled to receive screen credit, Employee agrees that his/her name and position shall appear as follows:

________________________________________________________________________

PLEASE PRINT (Name) (Position)

Except as set forth in this paragraph, the mode, manner, placement, duration, position, size and nature of the screen credit, if any, accorded to Employee in connection with the Picture shall be at Company’s sole discretion. No casual or inadvertent failure by Company, nor any failure by any third party, to accord Employee credit as provided in this agreement shall be deemed a breach of Company’s obligations hereunder and neither Employee nor anyone on his/her behalf shall be entitled in any way to enjoin or interfere with the exhibition, advertising, promotion or exploitation of the Picture or any derivatives thereof by Company or its designees. Without limiting the generality of the foregoing, Company shall not be liable for the neglect, default or breach of any distributor(s) of the Picture or other third parties so long as Company shall have obligated its distributor(s) and/or third parties (to the extent reasonably possible) to comply with the credit obligations as set forth herein. Upon written notice from Employee, Company shall use reasonable efforts to cure any such failure prospectively.

12. OWNERSHIP, RIGHTS AND USES: Employee hereby grants in perpetuity to Company all rights in and to all proceeds of Employee’s services hereunder for all purposes and for the full period of copyright and all extensions and renewals thereof and thereafter. Employee acknowledges and agrees that the product of his/her services hereunder shall be deemed a “work made for hire” as contemplated and defined in Section 101 of the U.S. Copyright Act in effect as of the date of this agreement, notwithstanding any changes, modifications, or amendments which may hereafter be made to said Act. Company shall own all right, title, and interest, including the copyright, in and to the Picture, all materials used in the production of the Picture, all derivatives thereof, Employee’s contributions thereto and the product of Employee’s services.

In the event the product of Employee’s services is not considered to be covered by said “work made for hire” definition referred to above, Employee agrees that the Picture, all materials used in the production of the Picture, all derivatives thereof, Employee’s contributions thereto and the product of Employee’s services and all rights pertaining thereto are entirely the property of Company, and Employee hereby assigns and transfers all such rights to Company, its successors and assigns, absolutely and forever, for any and all copyright terms and all existing renewal terms of copyright whether now known or hereafter developed, throughout the universe and for all uses and purposes whatsoever.

13. EDITING AND EDITORIAL CONTROL: It is understood and agreed that Company may edit, revise, arrange, cut, or add to the Picture and/or the product of any of Employee’s services hereunder at any time and in any manner, without limitation, as Company in its sole discretion may determine and without consultation with or approval of Employee. Without limiting the generality of the foregoing, Company shall retain final content, editorial, artistic and technical control of Employee’s work and services hereunder and in connection with the production and exploitation of the Picture. Company shall in all instances retain final approval over the hiring of any and all crew and personnel on the Picture.

14. NO OBLIGATION TO USE: Nothing contained herein shall be deemed to obligate Company to use, distribute or exploit in any manner the Picture or the product of Employee’s services hereunder, and Company shall have fully discharged its obligations hereunder by payment to Employee of the compensation (if any), provided, however, that Employee has fully complied with all of his/her obligations and agreements hereunder.

15. RETURN OF MATERIALS: Employee shall be responsible for returning to Company on or before the completion of the Picture, or upon termination or suspension of this agreement, all materials, equipment and other items owned or rented by, or otherwise in possession of Company, its agents, assigns or licensees or purchased with Company’s funds (“Recoverables”). Employee acknowledges and agrees that all work originating or created in connection with production of the Picture, including, without limitation, all forms, correspondence and documents, shall be the exclusive property of Company and any disclosure or use thereof by Employee shall be deemed a material breach hereof. Recoverables shall include, without limitation, props, wardrobe, equipment, tools, materials, supplies and film stock.

16. TERMINATION: Company shall have the right to terminate or suspend Employee’s services upon giving notice to Employee of such termination or suspension, effective immediately upon receipt by Employee of such notice, if:

(a) a representation or agreement made by Employee is or becomes false or misleading in any material respect;

(b) Employee defaults in any material respect in the performance or observance of any of his/her obligations hereunder; or in Company’s opinion, has failed to render satisfactory performance of his/her obligations hereunder;

(c) Employee at any time fails or is unable to perform Employee’s obligations hereunder due to physical illness, disability, mental incapacity or any other reason beyond Company’s control;

(d) a force majeure (including without limitation any governmental law, ordinance, order or regulation, fire, flood, earthquake, labor dispute, lockout, strike, accident, declared or undeclared war, civil insurrection, civil disorder, or Act of God) or other disruptive event occurs beyond Company’s control;

(e) Employee acts in an unprofessional manner or commits an illegal act.

In the event Company terminates or suspends Employee’s services, Employee shall be entitled to retain any compensation already received and to receive the compensation due Employee, if any, as set forth above, pro-rated up to the date of such termination or suspension. Employee agrees that in such event such compensation shall constitute the sole obligation of Company to Employee, and Company shall have no further obligations or liabilities to Employee hereunder.

17. NO RESCISSION: Employee agrees that, in the event of any breach of this agreement by Company, Employee’s remedy shall be limited to an action at law for damages, if any, and in no event shall Employee have the right to terminate or rescind this agreement or any of the rights granted hereunder or in any way enjoin or interfere with the production, distribution, advertising, promotion, or exploitation of the Picture or any derivatives thereof by Company or its designees.

18. ASSIGNMENT: Employee acknowledges and agrees that Company may freely license, assign or transfer this agreement or any or all of the rights granted to Company hereunder to any party without limitations, and any rights so assigned may be exploited in any and all media and manner whether now known or hereafter created in perpetuity without any further compensation being due to Employee.

19. ARBITRATION: This Agreement shall be interpreted in accordance with the laws of the State of California, applicable to agreements executed and to be wholly performed therein. Any controversy or claim arising out of or in relation to this Agreement or the validity, construction or performance of this Agreement, or the breach thereof, shall be resolved by arbitration in accordance with the rules of the American Arbitration Association under its jurisdiction in Los Angeles before a single arbitrator familiar with entertainment law. The parties shall have the right to engage in pre-hearing discovery in connection with such arbitration proceedings. The parties agree hereto that they will abide by and perform any award rendered in any arbitration conducted pursuant hereto, that any court having jurisdiction thereof may issue a judgment based upon such award and that the prevailing party in such arbitration and/or confirmation proceeding shall be entitled to recover its reasonable attorneys’ fees and expenses. The arbitration will be held in Los Angeles and any award shall be final, binding and non-appealable.

20. MISCELLANEOUS PROVISIONS:

(a) This agreement expresses the entire understanding and agreement of the parties hereto and replaces any and all prior agreements or understandings, whether written or oral, relating in any way to the subject matter hereof. No alteration, modification or waiver, in whole or in part, of any provision of this agreement shall be of any effect unless set forth in writing and signed by both parties hereto.

(b) A waiver by either party of any breach or default by the other party shall not be construed as a waiver of the same or any other breach or default by such party.

(c) If any provision of this agreement shall be held void, voidable, invalid, or inoperative, no other provision of this agreement shall be consequently affected, and accordingly, the remaining provisions of this agreement shall remain in full force and effect, as though such void, voidable, invalid, or inoperative provision had not been contained herein.d) This agreement shall be governed and construed in accordance with the laws of the State of New York as if this agreement were to be fully performed within the State of New York without giving effect to principles of conflicts of laws. The parties agree to submit to the jurisdiction of the state and federal courts of the State of New York to resolve any disputes arising hereunder.

EMPLOYEE ACCEPTS ALL CONDITIONS OF EMPLOYMENT AS DESCRIBED ABOVE.

AGREED TO AND ACCEPTED as of the date first set forth above:

COMPANY EMPLOYEE

By:_______________________________ By:_________________________________

its (Employee Signature)