Production Services Agreement Legal Forms and Contracts

The following free agreement or contract should be used when hiring a producer or financier for your motion picture, movie or television show. This agreement and contract is being provided for information and research purposes only, however it is a valid legal contract and agreement. Always consult an Attorney or Lawyer. Help improve this agreement by leaving a comment.

PRODUCTION SERVICES AGREEMENT

THIS PRODUCTION SERVICES AGREEMENT is entered into as of ____________________, between ____________________, a ____________________ corporation ("Financier") and ____________________, a ____________________ corporation, ("Service Company"), and is made with reference to the following facts.

WHEREAS, Financier owns the right to produce and exploit a theatrical motion picture (the "Picture") based on the original screenplay entitled "____________________" ("Screenplay") written by ____________________; and

WHEREAS, Financier has requested Service Company to supervise the production of the Screenplay in the State of ____________________; and

WHEREAS, to that end, Service Company has arranged for the directing services of ____________________, and the producing services of ____________________, all in accordance with a mutually approved budget and a production schedule which have been previously approved by Financier and Service Company; and

WHEREAS, Financier desires to finance and arrange for the production of the Picture, and Service Company desires to furnish the services set forth herein on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the promises and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:

1. Production of the Picture

(a) Subject to the terms and conditions hereinafter set forth, Financier agrees to furnish or cause a third party to furnish to Service Company, on a mutually approved cash flow schedule ("Cash Flow Schedule"), the amount of financing which Service Company represents will be required to finance the production of the Picture, and Service Company shall use all sums advanced hereunder for the sole purpose of furnishing the production services for the Picture in accordance with the approved screenplay, budget and production schedule, subject only to deviations therefrom caused by the exigencies of production and approved in writing by Financier. All obligations of Financier shall be subject to Financier first obtaining a completion bond from a reputable company, which in form and substance shall be subject to Financier's approval. All sums advanced hereunder shall be deposited in a production account that has been designated, approved and controlled by Financier, and until such funds have been expended in the production of the Picture such funds shall be and remain the sole and exclusive property of Financier.

(b) Delivery shall be complete when Service Company deliver to Financier in accordance with this Agreement all physical elements of the Picture, and which Financier reasonably requires to cause the Picture to be distributed throughout the world.

(c) Financier shall have the right of designation and approval in relation to all business, creative and other elements, including without limitation, cast, director, production personnel, music, locations, film laboratories, sound stages, post production facilities and all expenditures and other production matters in connection with the Picture, subject only to third party approvals and controls which are consented to by Financier and are contained in said third parties' written contract.

(d) Service Company shall perform all of its obligations hereunder to the best of its ability and in a workmanlike manner. Upon the first to occur of: (i) delivery of the Picture hereunder, (ii) Financier's exercise of takeover rights hereinafter set forth, or (iii) Financier's request following completion of the Picture, Service Company shall irrevocably and without further action assign and transfer to Financier all of Service Company's rights in and to all past, present and future "elements" of the Picture and all rights and benefits actually acquired by Service Company pursuant to any agreements with third parties in a form substantially as set forth in Exhibit "A" annexed hereto and made a part hereof. Service Company shall execute Exhibit "A" upon execution of this Agreement and hereby authorizes Financier to date it upon the occurrence of any of the foregoing events. As used herein, the term "elements" shall include, without limitation, all literary material written for the Picture, if any, acquired by Service Company, all stills, artwork and designs used in connection with the Picture, all film clips, recordings, trailers, sound tracks, and all other tangible and intangible property relating to the Picture, and all rights in and to the foregoing, exercisable throughout the universe, in perpetuity, and all subsidiary, ancillary and related rights, performing rights, publishing rights, merchandising and commercial tie-up rights, and the right to use the names, likenesses, and voices of all persons rendering services in connection with the Picture. Service Company shall include in its contracts with third parties engaged to render services on the Picture a provision that the results and proceeds of all the services rendered in connection with the Picture shall upon rendition automatically be the sole property of Service Company. Service Company's rights under any Agreement in connection with the Picture shall be freely assignable and upon Financier's request, Service Company agrees to execute, acknowledge and deliver such assignments and other documents and instruments as may be necessary or appropriate to evidence Financier's acquisition of rights hereunder. The Picture shall contain such production or presentation or release credit to Financier as Financier shall determine. Additionally, the end titles shall contain a copyright notice in the following form: "Copyright ____________________, ____________________. All rights reserved," or such other notice as Financier shall designate.

(e) Upon Financier's acquisition of all right, title and interest in and to the Picture as provided above, Financier shall assume, or cause the distributor of the Picture to contractually adhere to, the executory obligations of all contracts undertaken by Service Company in the normal course of business to produce the Picture.

(f) If Service Company shall fail to execute any instrument or document which Financier may reasonably require to implement any term hereof or to perfect its rights hereunder, Financier shall have the right to execute such document or instrument on Service Company's behalf, such right being an irrevocable power coupled with an interest.

2. Production Contracts. All contracts for personnel, studio hire, purchase of goods and services, laboratory work and all other licenses, contracts and obligations in connection with the production of the Picture by Service Company, shall be made and entered into by Service Company in its own name as principal and not as agent for Financier and no obligations whatsoever shall be imposed upon Financier thereunder. All such contracts or undertakings shall be consistent with the provisions of this Agreement and industry custom and practice. Such contracts and undertakings shall not be terminated, canceled, modified or rescinded in any manner which would or might prejudice the rights of Financier hereunder. All such contracts shall be assignable to Financier without restriction. Service Company shall have all responsibilities of an employer with respect to those personnel locally engaged by Service Company in the United States, including those arising under any present or future legal requirements relating to Workers' Compensation, insurance, social security, tax withholding, pension, health and welfare plans under any legal requirements or any applicable collective bargaining agreement, if any, although upon delivery of the Picture and completion of all obligations required hereunder of Service Company, Financier shall assume or cause the distributor of the Picture to assume such obligations and hold Service Company harmless therefrom. Service Company shall use due care in the selection and purchase of any items to be used in connection with the production of the Picture and shall assign Financier on demand all rights which Service Company shall obtain, by warranty and otherwise, from the supplier of such items.

3. Insurance: Service Company shall carry and pay for appropriate insurance consistent with the requirements of Financier to cover all customary risks in connection with the performance of its obligations hereunder only with respect to those persons engaged in the United States, including without limitation, public liability, cast, and Workers' Compensation, which insurance shall specifically name Financier as an insured party (and beneficiary), and (as a condition to any payment hereunder) shall furnish Financier with certificates of insurance stating and certifying the amount and type of insurance and that Financier is an insured party thereunder and with copies of all said policies.

4. Contract Price: Except as provided in Paragraph 15 below, on the condition that Service Company fully and completely performs all of its obligations hereunder, Financier shall pay Service Company for services rendered an amount equal to financing required to produce and deliver the Picture hereunder.

5. Production Schedule: It is of the essence of this Agreement that Service Company furnish the production services respecting services and the Picture and all other elements required hereunder in accordance with the mutually approved production schedule ("Production Schedule").

6. Distribution: The Picture shall be distributed in such manner as Financier shall determine in its sole discretion.

7. Service Company Representations and Warranties: Service Company hereby represents, warrants and agrees as follows:

(a) Service Company is a corporation, duly organized and existing under the laws of the State of ____________________, and has the right to grant all rights granted herein, and is free to enter into and fully perform this Agreement.

(b) No liens, encumbrances, attachments or other matters constituting or possibly constituting any impediment to the clear marketable title and unrestricted commercial exploitation or disposition of the Picture or any rights therein or pertaining thereto shall be permitted to occur which shall or may arise by reason of any acts, omissions or activities of Service Company in connection with the performance or enforcement of this Agreement, or attachments by Service Company in connection with any litigation which Service Company shall be plaintiff against Financier or any other party whatsoever. Service Company will not create, make, cause or permit any lien, encumbrance, pledge (except as may be required by a film processing laboratory), hypothecation or assignment of or claim against the Picture, or any rights therein, or upon the copyrights thereof, or upon the literary material upon which the Picture is based, or the release, distribution, exploitation or exhibition rights therein, or upon any proceeds therefrom or any other rights, interests or property therein or pertaining thereto.

(c) Service Company shall at all times indemnify, defend, and hold harmless Financier, and the partners, officers, directors, employees, licensees, shareholders, subsidiaries, and agents of each of the foregoing, and their heirs, executors, administrators, successors and assigns, from and against any and all claims, damages, liabilities, actions, causes of action, costs and expenses, including reasonable attorneys' fees, judgments, penalties of any kind or nature whatsoever arising out of (i) Service Company's production and delivery of the Picture; (ii) any act or omission by Service Company or any person whose services or facilities shall be furnished by Service Company in connection with the Picture; and (iii) any breach by Service Company of any representation, warranty or agreement made by Service Company hereunder.

8. Good Faith Assurance: Neither party has nor will without the other's prior written consent: (i) enter into any agreement, commitment or other arrangement, grant any rights or do any act or thing which could or might prevent or interfere with the production and completion of the Picture or prevent or impede the performance of all of the respective party's obligations hereunder; (ii) do or fail to do any act which might or could interfere with or otherwise prevent such party from fully complying with all of the terms hereof; or (iii) engage in any conduct inconsistent with this Agreement or the other party's rights hereunder. The foregoing shall not be interpreted as impairing or preventing Financier's absolute right to abandon production of the Picture at anytime and/or to refrain from or cause the termination of the distribution of the Picture, all as provided in greater detail in Paragraph 15 below.

9. Default: Service Company specifically waives all rights and remedies, if available to Service Company, of rescission, injunction, restraint and specific performance and agrees in this regard that it shall have no right to revoke, terminate or rescind any rights acquired by Financier hereunder nor to restrain production, completion or distribution of the Picture and shall have no right to compel specific performance of any of Financier's obligations hereunder. Service Company understands and agrees that its sole remedy hereunder shall be for monetary damages, if any, in the event of breach by Financier.

10. Security Interest: As security for the delivery of the Picture hereunder, Service Company hereby mortgages, sells, assigns, pledges, hypothecates, and sets over to Financier as collateral all of Service Company's right, title and interest, if any, in and to the following:

(a) The Picture, in whatever form it may now exist or hereafter exist, including the negative, sound material and copyright thereto.

(b) The literary, dramatic and music material upon which the Picture is based or to be based, including without limitation, the Screenplay and all of Service Company's right, title and interest in and to the copyrights to the foregoing.

(c) All of Service Company's right, title and interest in and to any properties or things of value pertaining to rights, contract rights, claims, properties and material set forth in (a) and (b) above, whether now in existence or hereafter acquired by Service Company.

(d) Any other rights Service Company may have in or relating to the Picture.

It is intended that the security granted above is and shall be a "security interest" as such term is defined in the Uniform Commercial Code and Service Company hereby agrees to execute and deliver a financing statement in form and substance which complies with the Uniform Commercial Code of any and all states which Financier may hereafter require. Service Company hereby authorizes Financier or its representative to file such financing statement(s) and to execute any continuation statements as well as to perform any and all other acts Financier may deem appropriate to perfect and continue Financier's security interest in the collateral. Service Company warrants and represents that there shall be no lien or charge or encumbrance in whole or in part upon the collateral (other than a customary laboratory lien for processing services, a lien to secure obligations under a Collective Bargaining Agreement) or proceeds derived therefrom which are equal or superior to the lien and security interest above granted and that Financier's security interest shall at all times be and remain a first and continuing lien and security interest on the collateral until Financier is repaid the entire sum herein elsewhere provided. Service Company shall at all times keep Financier advised as to the location of all collateral herein pledged.

11. Takeover Rights: At any time after the occurrence of any of the events hereinafter set forth, Financier shall have the right, to be exercised in its sole and exclusive discretion, to either issue directions and instructions regarding production of the Picture, or to take over production of the Picture. The events entitling Financier to exercise the aforesaid rights shall be the following:

(a) If the projected cost of production in Financier's good faith judgment reasonably appears to exceed the approved budget by 5% (excluding over budget costs that are reimbursed by insurance, or caused by force majeure or a direct consequence of a third party breach of contract that is not induced or encouraged by Service Company);

(b) An event which might permit a takeover by the company issuing the completion bond;

(c) Service Company fails to substantially carry out any instructions which Financier may issue to Service Company in keeping herewith; or

(d) Service Company breaches any of the material terms and conditions hereof.

If Financier exercises its right to issue directions and instruction in keeping with the foregoing, Service Company shall fully and faithfully abide by and follow all such instructions issued in connection with the production of the Picture and Service Company shall have no further creative approval and/or other production rights concerning production, post-production and/or distribution of the Picture. If Financier exercises its takeover rights as aforesaid, Service Company shall immediately do all that is necessary to place at Financier's disposal and under Financier's control, all persons, production funds and other items of and concerning production of the Picture. For such purpose, Service Company hereby irrevocably constitutes and appoints Financier as Service Company's attorney-in-fact with full power of substitution and revocation, to act in Service Company's name and stead to make withdrawals from any production account or other bank accounts relating to the Picture and to expend funds from such account and to further carry out and fully perform, at Financier's discretion, any and all agreements or to modify, amend, compromise or terminate any such contract and to further engage or discharge personnel and to acquire, release and dispose of any equipment, real or other property relating to the Picture and to endorse, collect and deposit any checks or other instruments payable to Service Company as a result of the Picture and in general to do any and all acts which Service Company could have otherwise have done had Financier not exercised its takeover rights. Service Company specifically acknowledges that if Financier takes over the Picture in keeping with the foregoing, Financier may abandon the Picture or complete production as Financier may at such time determine. Notwithstanding the foregoing to the contrary, Financier's rights concerning production of the Picture shall be subject to creative and other approvals and controls that are contained in those agreements between Service Company and third parties that were entered with Financier's knowledge which are not terminated by Financier.

12. Force Majeure: The date for performance of either party's obligations hereunder shall be postponed to the extent any event of force majeure delays the commencement of production or the performance of the obligations of either party hereunder.

13. Status of Parties: The parties hereto expressly agree, each for the other, that the relationship between them hereunder is that of two principals dealing with each other as independent contractors for the sole and specific purpose that Service Company shall produce and deliver the Picture, subject to the terms and conditions of this Agreement. At no time, past, present or future, shall the relationship of the parties herein be deemed or intended to constitute a relationship with the characteristics of an agency, partnership, joint venture, or of a collaboration for the purposes of sharing any profits or ownership in common. Neither party shall have the right, power or authority at any time to act on behalf of, or represent, the other party, but each party hereto shall be separately and entirely liable for its own respective debts in all respects. This Agreement is not for the benefit of any person who is not a party signatory hereto or specifically named as a beneficiary herein. Financier may assign or license its rights hereunder in whole or in part to any person, firm or corporation. Except for assignment to Financier, Service Company may not assign or license any of its rights or obligations hereunder, or under any agreement entered into by Service Company with any third party. Subject to the foregoing, the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, administrators, executors, successors and assigns, and any past, present or future parent, subsidiary or affiliate company.

14. Notices: Any and all notices, communications and demands required or desired to be given hereunder by either party hereto shall be in writing and shall be validly given or made if served either personally or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested. If such notice or demand be served personally, service shall be conclusively deemed made at the time of such personal service. If such notice or demand be served by registered or certified mail in the manner herein provided, service shall be conclusively deemed made two business days after the deposit thereof in the United States mail addressed to the party to whom such notice or demand is to be given as hereinafter set forth:

Financier: ____________________

____________________

____________________

Service Company: ____________________

____________________

____________________

Any party hereto may change its address for the purpose of receiving notices or demands as herein provided by a written notice given in the manner aforesaid to the other party hereto, which notice of change of address shall not become effective, however, until the actual receipt thereof by the other party.

15. Abandonment: Financier shall have no obligation to finance, release, broadcast, distribute, complete production of, not abandon or otherwise exploit the Picture, provided Financier indemnifies Service Company against any loss from contracts entered into with Financier's prior consent and knowledge.

16. Miscellaneous:

(a) This Agreement shall be construed, interpreted and enforced in accordance with and shall be governed by the laws of the State of ____________________ applicable to agreements entered into and wholly to be performed therein. In the event of any conflict between any provisions hereof and any applicable laws to the contrary, the latter shall prevail, but this Agreement shall be deemed modified only to the extent necessary to remove such conflicts.

(b) Each of the parties hereto shall execute and deliver any and all additional documents, and shall do any and all acts and things reasonably required in connection with the performance of the obligations undertaken hereunder and to effectuate the extent of the parties thereto.

(c) This Agreement constitutes the entire agreement of the parties hereto and supersedes all oral and written agreements and understandings made or entered into by the parties hereto prior to the date hereof. No amendment, change or modification of this Agreement shall be valid unless it is made in writing and signed by both parties hereto, and any waiver of a failure to perform or breach shall not operate to waive any subsequent failure to perform or breach.

(d) The captions appearing at the commencement of the paragraphs hereof are descriptive only and for convenience in reference to this Agreement and should there be any conflict between any such heading and the paragraph at the head of which it appears, the paragraph thereof and not such heading shall control and govern in the construction of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.

FINANCIER: ____________________

By:______________________________

____________________

SERVICE COMPANY: ____________________

By:______________________________

____________________

Exhibit A

CERTIFICATE OF AUTHORSHIP

The undersigned hereby certifies and agrees that for one dollar ($1.00) and other good and valuable consideration, receipt of which is hereby acknowledged, ____________________ ("Producer") has employed my services as a writer in connection with a proposed motion picture entitled, ____________________ (the "Picture"), and that except for existing literary material which Producer instructs me to use as a basis for writing hereunder, all literary material of whatever kind or nature written or to be written, furnished or to be furnished, by me as well as all of the results and proceeds of my writing services in connection with the Picture (all such literary material, and all such results and proceeds thereof being referred to collectively herein as the "Material") submitted and to be submitted by me in connection with the Picture was and/or will be solely written and/or created by me as original material and that for copyright purposes, the Material shall be written and/or created by me as a work-made-for-hire, specially ordered or commissioned by Producer for use as part of a motion picture within the meaning of the 1976 Copyright Act, and Producer shall be deemed the sole author of the Material and owner of all rights of every kind or nature, whether now known or hereafter devised (including, but not limited to, all copyrights and extensions and renewals of copyrights) in and to the Material, as well as the right to make such changes in the Material and such uses of the Material, throughout the Universe, as Producer may from time to time determine as such author.

I warrant and represent that I have the right to execute this document and, except to the extent that it is based upon material assigned to me by Producer to be used as the basis therefor, that the Material is or shall be original with me, does not and shall not defame or disparage any person or entity or infringe upon or violate the rights of privacy, publicity or any other rights of any kind or nature whatsoever of any person or entity and is not the subject of any litigation or of any claim that might give rise to litigation. I acknowledge that I have been fully compensated for all services performed in connection with the Picture, and that there are no further obligations owed to me by Producer or its assignees. I shall defend (with counsel acceptable to Producer), indemnify and hold harmless Producer, any corporations comprising Producer, its and their employees, officers, agents, assigns and licensees from and against any and all liability, claims, costs, damages and expenses (including reasonable attorneys' fees and court costs) arising out of or in connection with a breach of the foregoing covenants, warranties and representations.

I agree to execute any documents and to do any other acts as may be reasonably required by Producer or its assignees or licensees to further evidence or effectuate Producer's rights as set forth in this Certificate of Authorship. Upon my failure promptly to do so, I hereby appoint Producer as my attorney-in-fact for such purposes (it being acknowledged that such appointment is irrevocable and coupled with an interest) with full power of substitution and delegation.

I further acknowledge that (i) in the event of any breach hereunder by Producer, I will be limited to my remedy at law for damages, if any, and will not have the right to terminate or rescind this Certificate or to enjoin the distribution, advertising or exploitation of the Picture, (ii) nothing herein shall obligate Producer to use my services or the results of proceeds thereof in the Picture or to produce, advertise or distribute the Picture, (iii) this Certificate shall be governed by the laws of the State of California applicable to agreements executed and to be performed entirely therein, and (iv) this Certificate constitutes the entire agreement between the parties to the within subject matter and cannot be modified except by a written instrument signed by the parties hereto.

I hereby waive all rights of "droit moral" or so-called "moral rights of authors" or any similar rights or principles of law which I may now or later have in the Material or to my services.

Producer's rights with respect to the Material and/or my services are irrevocable and may be freely assigned and licensed and its rights shall be binding upon me and inure to the benefit of any such assignee or licensee.

I have caused this document to be executed on ____________________.

Signature______________________________

STATE OF )
) ss.:
COUNTY OF )

On the day of _____, 20___, before me personally came ________________________ to me known and known to be the individual described in and who executed the foregoing instrument, and he did duly acknowledge to me that he executed the same.

_____________________________
Notary Public