PRODUCER AGREEMENT
This
PRODUCER AGREEMENT (“Agreement”) is entered into and effective as August 1, 2007
between Buzz Kill, Inc. whose principal place of business is 0 Xxxx Xxxxxx,
Xxxxx 00X, Xxx Xxxx, Xxx Xxxx, 00000 (“Company”), and Xxxxxx Xxxxx, who resides
at 0 Xxxx Xxxxxx, Xxxxx 00X. Xxx Xxxx, Xxx Xxxx, 00000
(“Producer”).
1. ENGAGEMENT:
Company
hereby engages the services of Producer upon the terms and conditions set forth
herein to render producing services in connection with the feature-length
theatrical motion picture tentatively entitled “Buzz Kill” (the
“Picture”).
2. ABANDONMENT:
Company
may (at its sole discretion) abandon the Picture at any time without further
obligation to Producer other than payment of any compensation then accrued
and
earned by Producer pursuant to Paragraph 4.1 below.
3. SERVICES
3.1 Preparatory
Services:
Commencing on the date hereof, Producer agrees to provide its services in
connection with the preparation of the Picture. Producer's preparatory services
shall include, without limitation, scouting and securing locations, preparing
boards and budgets, assisting with casting, organizing the selection and hiring
of crew members (subject to Company’s mutual approval), and such other services
as are required by Company in connection with the preparation of the
Picture.
3.2 Production
and Post- Production Services:
If
Company sets the Picture for production, Company shall engage Producer to
furnish general producing services; it being understood that the Picture shall
be deemed “set for production” when the final screenplay and budget have been
approved by Company, the principal cast and creative personnel have been engaged
and a definite start date has been scheduled by the Company for commencement
of
principal photography. Producer shall render nonexclusive services commencing
two (2) weeks prior to the scheduled starting date of principal photography
and
shall continue thereafter until such time as Producer has completed all services
in connection with "wrapping" the Picture. Producer shall not render any outside
services that would interfere with the completion of the Picture within the
time
required by Company.
4. COMPENSATION:
On
condition that Producer fully and faithfully performs all of the services,
duties and obligations required to be performed hereunder and that Producer
is
not in material default hereunder, and subject to Company’s rights of suspension
and/or termination on account of Producer's disability or default or an event
of
force majeure (as more particularly set forth in Exhibit “A” attached hereto),
and subject to Company’s right of suspension and/or termination on account of
Producer’s default, disability or an event of force majeure, Producer shall
become “pay and play” upon the earlier to occur of : (i) commencement of
principal photography of the Picture, or (ii) Company’s receipt of a
fully-executed copy of the Agreement. Company agrees to pay to Producer and
Producer agrees to accept, as full and complete compensation for all
undertakings and services of Producer hereunder and for all of the rights
granted to Company hereunder, the following compensation:
4.1 Compensation
for Production Services:
An
amount equal to five percent (5%) of the actualized budget for the Picture,
which shall be paid as follows: fifty percent (50%) upon "wrapping" of the
Picture; and fifty percent (50%) upon delivery of the Picture. In the event
the
Company does not have the funds to pay Producer in accordance with the foregoing
sentence, any amounts owed Producer shall be paid to Producer as Deferral to
due
and payable in accordance with the Definition and Application of Proceeds to
be
attached herein as Exhibit "B".
The
foregoing compensation is an all-inclusive flat fees and no additional
compensation shall be payable by reason of added days, re-shoots, overtime,
weekend work, holidays, etc.
4.2 Deferral:
A
deferral (a "Deferral") in the amount of One Hundred Fifty Thousand Dollars
($150,000) which shall be due and payable in accordance with the Definition
and
Application of Proceeds to be attached hereto: as Exhibit "B".
4.3 Contingent
Compensation:
An
amount equal to the remaining percentage of any "Net Proceeds" generated by
the
Picture after deducting “off-the-top" of all third party profit participations,
including, without limitation, profit participations to the financiers,
writer/director, producers, talent and crew, if any, in consideration services
rendered with respect to the Picture. “Net Proceeds" shall be defined, computed,
accounted for and paid in accordance with Company’s standard definition of Net
Proceeds which is attached hereto as Exhibit "C" and made a part hereof, but
in
no event in a manner less favorable than for any other party receiving "Net
Proceeds" or any other form of contingent compensation. Company makes no
representation that the Picture will generate any Net Proceeds, or any
particular amount Net Proceeds.
5. TRAVEL
EXPENSES:
If
Company requires Producer to render services in connection with the Picture
at
an overnight location more than fifty (50) miles from such person’s principal
residence, Company shall: (i) furnish, or reimburse the Producer for the cost
of
(at Company’s election), one (1) round trip transportation, by air if
appropriate, in the class no less favorable than for director or any other
producer, between such residence (or from wherever Producer then may be, if
closer) and where such services arc required; (ii) reasonable accommodations
(room and tax only); (iii) exclusive ground transportation; and (iv) a per
diem
allowance (which allowance shall be inclusive of all of Producer’s living and
other expenses) in an amount which shall be determined in Company's good faith
discretion but which in no event shall be less favorable than the per diem
allowance payable to any individual in connection with the Picture.
6. CREDIT:
(a) a “Produced by” credit in substantially the following
form: "Produced By: Xxxxxx Xxxxx" which shall appear (i) on screen, in the
main
titles of the Picture, in first position and (ii) in paid advertising whenever
the writer and/or director’s credit appears (subject to the customary
exclusions) and in a size, style and appearance of type no less than 100% of
that accorded the writer and/or director). Company's obligation hereunder to
accord credit in paid advertising shall be subject to usual and customary
exclusions of Company (and/or any third party distributors) of the Picture.
Notwithstanding the foregoing, Producer shall receive credit in any so-called
"Excluded Advertising" in which any other producer and/or executive producer
receives credit (except award, nomination and/or congratulatory advertisements
where the honoree is the only individual named).
(b) A
production credit in substantially the following form: “[TBD] Production” (i) on
screen, on a single card, immediately following the Presentation/In association
credit(s) and immediately preceding the "film by" credit, if any, accorded
the
writer/director of the Picture in the main titles of the Picture; (ii) in all
paid advertising whenever the full billing block of credits appear (subject
to
the customary exclusions); and (iii) Producer’s “static logo" shall appear in
the billing box for the Picture.
(c) Except
as provided herein, all aspects of the above credits to be accorded Producer
shall be in the Company's sole discretion. No casual or inadvertent failure
of
the Company to comply with the provisions of this Agreement regarding credit,
and no failure of any third party to comply with such obligations, shall
constitute a breach of this Agreement by the Company, however, Company shall
use
good faith efforts to contractually obligate third parties, including, without
limitation, the distributor(s) of the Picture, to comply with the provisions
contained in this paragraph. Upon receipt of written notice from Producer of
any
failure by the Company to comply with any applicable credit provisions, the
Company shall use good faith efforts to cure prospectively or to cause a
prospective cure of any such failure. In no event shall the Company be liable
or
responsible for any acts or omissions with respect to credits by any independent
exhibitor, non-subsidiary distributor or sub-distributor, newspaper, magazine,
television station, record company or any other independent person, firm or
entity, provided, however, that upon receipt of written notice from Producer
the
Company shall use good faith efforts to cause any of the foregoing to cure
prospectively any such failure to comply.
7.
NOTICES
AND PAYMENTS:
All
notices and payments required hereunder shall be in writing and shall be given
either by personal delivery, facsimile (with reasonable confirmation of
delivery), telegram or telex (toll prepaid) or by registered or certified mail
(postage prepaid), and shall be deemed given hereunder on the date delivered,
telefaxed, telegraphed or telexed or a date forty eight (48) hours after the
date mailed if posted to an address within the country of posting and five
(5)
days if otherwise. Until further notice, the addresses of the parties shall
be
as follows:
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PRODUCER
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COMPANY
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Xxxxxx
Xxxxx
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0
Xxxx Xxxxxx, Xxxxx 00X
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0
Xxxx Xxxxxx, 00X
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Xxx
Xxxx, XX 00000
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Xxx
Xxxx, XX 00000
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Attn:
Xxxxxx Xxxxx
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|
|
With
a copy to:
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With
a copy to:
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|
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Xxxxxxx
X. Xxxxx, PLLC
|
|
|
0000
Xxxxxxxx, 00xx
Xxxxx
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|
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Xxx
Xxxx, XX 00000
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|
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Attn:
Xxxxxxx X. Xxxxx, Esq.
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8. PREMIERES/FESTIVALS:
Upon
condition that Producer performs all material services and obligations required
to be performed by Producer hereunder, and provided that Producer is not in
material default hereunder, Company shall invite Producer and one (1) guest
to
attend all celebrity premieres, and all major film festivals, if any, of the
Picture or at which the Picture is screened. In the event such premiere(s)
or
festival(s) is more than fifty (50) miles from Producer’s then current place of
residence, Company shall use reasonable good faith efforts to require the
distributor of the Picture to provide Producer with the following: (i) two
(2)
round-trip, first-class air transportation, if available and if used; (ii)
first-class hotel accommodations (room and tax only); (iii) exclusive ground
transportation; and (iv) reasonable expenses incurred in connection with or
arising from the attendance of Producer at any such premiere or festival.
Notwithstanding the foregoing, in the event that the Company provides
transportation, accommodation or a per diem for any other person to attend
any
of the foregoing, Company shall provide the same to Producer on terms no less
favorable than those provided to any other person.
9. DVD
COPY FOR PRIVATE USE:
Upon
condition that Producer shall substantially perform all of the material services
and obligations required to be performed by Producer hereunder and that Producer
is not in material default hereunder. Company shall furnish Producer (for
Producers private, non-commercial use) with one (1) DVD copy of the Picture,
when the same is manufactured and generally commercially available.
10. APPROVALS:
Producer and Company acknowledge and agree that Producer and Company shall
have
all mutual approval over all aspect of production, including, without
limitation, with respect to the key creative elements, key crew, the budget,
editing and the distribution/theatrical release of the Picture.
11. STANDARD
TERMS AND CONDITIONS:
All
other terms and conditions of Lender’s and Producers engagement hereunder are
set forth in the Standard Terms and Conditions attached hereto as Exhibit "A,"
which Standard Terms and Conditions are by this reference incorporated herein
and made a part of this Agreement.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year
first above written.
BUZZ
KILL, INC.:
By:
/s/
Xxxxxx
Xxxxx
An
Authorized Signatory
/s/Xxxxxx
Xxxxx
XXXXXX
XXXXX
