Director Employment Agreement (Non-Union)for Your State
This agreement is used to employ a director for a production that is not subject to the Director’s Guild of America.
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This Director Employment Agreement (Non-Union) is between a director and a producer to direct a motion picture. This agreement sets forth the title of the picture, the term of the agreement and the services the director shall provide (pre and post-production, photography, final cutting authority) and the compensation to be paid and any conditions related to this compensation. This agreement also states that if the production company becomes a signatory with the DGA, the provisions of the agreement will be amended and supplemented. A written Director Employment Agreement (Non-Union) will prove invaluable in the event of future disagreements or misunderstandings.
This Director Employment Agreement (Non-Union) contains the following provisions:
Protect Yourself and Your Rights by using our professionally prepared up-to-date forms.
This attorney-prepared packet contains:
This Director Employment Agreement (Non-Union) contains the following provisions:
- Parties/Employment/Term: Identifies the director and the production company, the title of the motion picture to be directed and the term of the agreement;
- Services: The Pre-Production, photography or post-production services to be performed by director as well as final cutting authority;
- Compensation: The compensation paid for services rendered including fixed, deferred and contingent compensation along with compensation for net profits;
- Name and Likeness: The director agrees to allow production company the right to use and display his/her likeness in connection with the motion picture;
- Union/Guild Agreement: If production company becomes a member of the DGA, the provisions of this agreement will be amended or supplemented as necessary;
- Signatures: Both the production company and director must sign this agreement.
Protect Yourself and Your Rights by using our professionally prepared up-to-date forms.
This attorney-prepared packet contains:
- General Information
- Director Employment Agreement (Non-Union)
Number of Pages14
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
DIRECTOR EMPLOYMENT AGREEMENT
Agreement dated _________________, 20__, between _________________ (“Director”) and _________________ (“Production Company”).
1. EMPLOYMENT: Production Company agrees to employ Director to perform and Director agrees to perform, upon the terms and conditions herein specified, directing services in connection with the Theatrical Motion Picture currently entitled “______________________” (the “Picture”).
2. TERM: The Term of this agreement shall commence on _________________, 20__, and shall continue until the completion of all of Director's required services on the Picture.
(a) Pre-Production: Director shall be available and undertake a location search on or about _________________.
(b) Photography: Director's exclusive services for the Picture shall commence _________________ weeks prior to the start of principal photography and shall be rendered exclusively after that until completion of all photography. The start date of principal photography shall be as Production Company designates. The scheduled start date of principal photography is _________________.
(c) Post-Production: Director's post-production services shall be rendered on a non-exclusive but first-call basis, if Production Company so requires, in order to work during the post-production period with the editor until completion of the final corrected answer print.
(i) Cooperation with Editor: Director hereby warrants and agrees that Director will cooperate with the picture editor and other post-production personnel and will do nothing to hinder or delay the assemblage of film by the editor during the photography of the Picture so that the assembled sequences will be completed immediately following the completion of principal photography.
(ii) Post-Production Schedule: Director agrees that the post-production schedule, which shall be agreed to in writing by Director and Production Company, shall be followed by Director.
(iii) Final Cutting Authority: _________________ is designated as the Production Company Executive with final cutting authority over the Picture. The foregoing shall be subject to applicable guild and union requirements, if any.
(d) Dailies: Production Company shall have the right to view the dailies during the production of the Picture, the rough cut and all subsequent cuts of the Picture.
(e) Television Cover Shots: When protective cover shots are requested for any particular scene, Director shall furnish Production Company with such cover shots necessary for the release of the Picture on television, based on network continuity standards in existence at the time of commencement of principal photography.
(f) Additional Post-Production Services: If after the completion of principal photography, Production Company requires retakes, changes, dubbing, transparencies, added scenes, further photography, trailers, sound track, process shots or other language versions (herein collectively called “retakes, etc.”) for the Picture, Director shall report to Production Company for such retakes, etc., at such place or places and on such consecutive or non-consecutive days as Production Company may designate. Provided Director is not then rendering services (pursuant to a contractual commitment) for another party, Director shall cooperate to make such services available to Production Company at the earliest possible date.
4. COMPENSATION: As full and complete consideration for Director's services and Director's undertakings hereunder and for all rights granted to Production Company hereunder, and subject to Director's full compliance with the terms and conditions of this Agreement, Production Company agrees to pay Director as follows:
(a) Fixed Compensation:
(i) The total sum of _________________ payable in equal weekly installments over the course of pre-production, principal photography and post-production.
(ii) Flat Fee Basis: Production Company and Director hereby mutually acknowledge that the Fixed Compensation as hereinabove specified is a "flat fee" and Director shall not be entitled to any additional and/or so-called "overage" compensation for any services rendered by Director during the development, pre-production, production or post-production phases, or for additional post-production services rendered by Director. Without limiting the generality of the foregoing, no additional compensation shall be payable to Director if the actual principal photography period for the Picture exceeds the scheduled principal photography period, nor for any services rendered pursuant to Clause 3(f).
(b) Deferred Compensation: In addition to the Fixed Compensation payable under Clause 4(a), subject to the production and release of the Picture, and subject to the performance of all obligations of Director, the Director shall receive and an amount equal to $_________________ per week, in first position of all contingent deferments payable out of no more than fifty percent (50%) of the Production Company's gross revenues from the Picture, after the investors in the Picture have recouped their entire investment plus ten percent, after recoupment of all costs of production, financing and repayment of loans, and after any deferments payable to any laboratories, post-production services and cost of becoming a signatory to any Guild agreements. The aforesaid payment shall be deferred and paid pro rata with all similar deferments.
(c) Contingent Compensation: In addition to the Fixed Compensation payable above, subject to the production and release of the Picture and subject to the performance of Director's obligations hereunder, Director shall be entitled to receive as Contingent Compensation an amount equal to _________________ percent of one hundred percent (_________________% of 100%) of the Net Profits of the Picture, if any (and after deducting the cost of becoming a signatory to any guild agreements).
(d) Net Profits Definition: All income actually received by Production Company from the exploitation of the Picture after deducting all expenses and deferments incurred by Production Company in connection with the financing (including all interest and fees owed), pre-production, production, post-production, investor recoupment, marketing, distribution and exploitation of the Picture; this shall also include any attorneys fees, expenses incurred by Production Company in connection with the Picture, residuals, union payments and the like. Also included within the Net Profits definition is a one percent (1%) deduction of the Production Company's gross income for Production Company operating expenses.
(e) Conditions Related to Compensation: Notwithstanding anything to the contrary contained in any of the above compensation provisions:
(i) Performance: No compensation shall accrue or become payable to Director during Director's inability, failure or refusal to perform the services contracted for herein according to the terms and conditions of this Agreement.
(ii) Pay or Play: Production Company shall not be obligated to use Director's services on the Picture, nor shall Production Company be obligated to produce, release, distribute, advertise, exploit or otherwise make use of the Picture; provided, however, that the full amount of the Fixed Compensation hereinabove specified shall be paid to Director should Production Company elect not to utilize Director's services.
(f) Vesting: The Fixed Compensation and Contingent Compensation hereinabove specified shall be deemed fully vested if, notwithstanding the termination of Director's services due to Production Company Disability or Director's Incapacity or Director Default, Director shall be entitled to receive "Directed by" credit by reference to the principles of the Director's Guild of America, Basic Agreement as same is amended and supplemented from time to time ("Basic Agreement").
If the services of Director are terminated by Production Company due to Production Disability or Director's Incapacity or Director Default, as defined below, and Director is not entitled to receive credit pursuant to the Basic Agreement, then the Fixed Compensation shall vest and accrue in the same manner as set forth herein and the Contingent Compensation shall accrue and vest in the same ratio that the number of linear feet in the completed Picture as released, which was directed by Director, bears to the total number of linear feet in the completed Picture as released. Notwithstanding the foregoing, if principal photography has not commenced on the scheduled start date as set forth in Clause 3(b) hereof, then the total Fixed Compensation shall vest and accrue on the aforesaid scheduled start date and production of the Picture is thereafter terminated prior to completion of principal photography and/or delivery of the final answer print to Production Company, then that portion of the Fixed Compensation not theretofore accrued shall fully vest and accrue on the date of such termination. If Production Company terminates this Agreement by reason of a Director Default, notwithstanding any vesting of Fixed Compensation and/or Contingent Compensation as set forth above, such vesting shall be subject to any and all the rights accorded to Production Company at law and in equity.
(g) Mitigation: If Production Company elects to exercise its pay or play right as set forth above and/or fails to produce the Picture, Director shall be obligated to mitigate damages.
(a) Credit: Subject to the production and release of the Picture and provided Director performs his material obligations hereunder, then Production Company shall accord Director credit in connection with the Picture in accordance with the credit allocation rules of the Directors Guild of America, Basic Agreement, as amended and supplemented from time to time. Said credit shall read:
“Directed by _________________”
(b) Artwork Title Exception: If both a regular (or repeat) title and an artwork title are used, the position and percentage requirements above, as they relate to the title of the Picture, shall relate to the regular (or repeat) title. If only an artwork title is used, the percentage requirements above, as they relate to the title, shall be not less than ten percent (10%) of the average size of the letters used in the artwork title.
(c) Credit Limitation: Production Company agrees that no other individual and/or entity (other than members of the cast receiving “starring” billing before or after the title of the Picture or the company distributing and/or financing the Picture) shall receive credit larger than that used to display the credit accorded to Director and no other individual or entity shall receive a credit that is larger.
(d) Inadvertent Non-Compliance: No casual or inadvertent failure to comply with the provisions of this Paragraph shall be deemed to be a breach of this Agreement by Production Company. Director hereby recognizes and confirms that in the event of a failure or omission by Production Company constituting a breach of Production Company obligations under this Paragraph, the damages, if any, caused Director by Production Company are not irreparable or sufficient to entitle Director to injunctive or other equitable relief. Consequently, Director's rights and remedies hereunder shall be limited to the right, if any, to obtain damages at law and Director shall have no right in such event to rescind this Agreement or any of the rights assigned to Production Company hereunder or to enjoin or restrain the distribution or exhibition of the Picture. Production Company agrees to advise its assignees and licensees of the credit requirements herein. If Production Company shall learn of such failure of a third party to give such credit, Production Company shall notify such party of such failure and Production Company may, but shall not be obligated to, take action to cause such party to prospectively cure such failure.
6. TRANSPORTATION AND EXPENSES:
(a) Local Transportation/Expenses: no reimbursement.
(b) Distant Location expenses: Any expense allowance is limited to reimbursement of out-of-pocket gasoline expense. Location lodging (including a bed, sheets, pillow and blanket) and meals (continental breakfast and 2 meals per day) shall be provided by Production Company. A distant location shall be defined as one which is more than 75 miles from Director's residence. Any location expenses for purposes unrelated to the production are not reimbursable.
7. PERFORMANCE STANDARDS: Except as specifically provided to the contrary herein, during the Term of this Agreement, Director shall render his directive services exclusively to Production Company and, to such extent as Production Company may require, in otherwise assisting in the production of the Picture. Said services shall be rendered either alone or in collaboration with another or other artists in such manner as Production Company may direct, pursuant to the instructions, controls and schedules established by Production Company, and at the times, places and in the manner required by Production Company. Such manners, instructions, directions, and controls shall be exercised by Production Company in accordance with standards of reasonableness and also with what is customary practice in the Motion Picture industry. Such services shall be rendered in an artistic, conscientious, efficient and punctual manner, to the best of Director's ability and with full regard to the careful, efficient, economical and expeditious production of the Picture within the budget and shooting schedule established by Production Company immediately prior to the commencement of principal photography, it being further understood that the production of motion pictures by Production Company involves matters of discretion to be exercised by Production Company with respect to art and taste, and Director's services and the manner of rendition thereof is to be governed entirely by Production Company.
8. UNIQUE SERVICES: Except as specifically provided to the contrary hereinabove, Director's services shall be rendered exclusively to Production Company until expiration of the Term of this Agreement, it being mutually understood that said services are extraordinary, unique and not replaceable, and that there is no adequate remedy at law for breach of this contract by Director, and that Production Company, in the event of such breach by Director, shall be entitled to equitable relief by way of injunction or otherwise to prevent default by Director.
9. RESULTS AND PROCEEDS OF SERVICES: Production Company shall be entitled to and shall solely and exclusively own, in addition to Director's services hereunder, all results and proceeds thereof (including but not limited to all rights, throughout the world, of copyright, trademark, patent, production, manufacture, recordation, reproduction, transcription, performance, broadcast and exhibition of any art or method now known or hereafter devised, including radio broadcasting, theatrical and non-theatrical exhibition, and exhibition by the medium of television or otherwise), whether such results and proceeds consist of literary, dramatic, musical, motion picture, mechanical or any other forms of works, themes, ideas, compositions, creations or production, together with the rights generally known in the field of literary and musical endeavor as the "moral rights of authors" in and/or to any musical and/or literary proceeds of Director's services, including but not limited to the right to add to, subtract from, arrange, revise, adapt, rearrange, make variations of the property, and to translate the same into any and all languages, change the sequence, change the characters and the descriptions thereof contained in the property, change the title of the same, record and photocopy the same with or without sound (including spoken words, dialogue and music synchronously recorded), use this title or any of its components in connection with works or motion pictures wholly or partially independent of said property, and to use all or any part of the property in new versions, adaptations and sequels in any and all languages, and to obtain copyright therein throughout the world, and Director does assign and transfer to Production Company all the foregoing without reservation, condition, or limitation, and no right of any kind, nature, or description is reserved by Director. If Production Company shall desire separate assignments or other documents to implement the foregoing, Director shall execute the same upon Production Company's request, and if Director fails or refuses to execute and deliver any such separate assignments or other documents, Production Company shall have and is granted the right and authority to execute the same in Director's name and as Director's attorney-in-fact. Production Company shall supply Director with a copy of any document so executed.
10. WARRANTIES RELATED TO CREATED MATERIAL: Director hereby warrants and agrees that all material, works, writings, idea, "gags" or dialogue written, composed, prepared, submitted or interpolated by Director in connection with the Picture or its preparation or production, shall be wholly original with Director and shall not be copied in whole or in part from any other work, except that submitted to Director by Production Company as a basis for such material. Director further warrants that neither said material nor any part thereof will violate the rights of privacy or constitute a libel or slander against any person, firm, or corporation, and that the material will not infringe upon the copyright, literary, dramatic or photoplay rights of any person. Director further warrants and agrees to hold Production Company and its successors, licensees, and assigns harmless against all liability or loss which they or any of them may suffer by reason of the breach of any of the terms or warranties of this Clause.
11. VESTING OF PRODUCTION COMPANY'S RIGHTS: All rights granted or agreed to be granted to Production Company hereunder shall vest in Production Company immediately and shall remain so vested whether this Agreement expires in normal course or is terminated for any cause or reason.
12. NAME AND LIKENESS: Production Company shall always have the right to use and display Director's name and likeness for advertising, publicizing, and exploiting the picture. However, such advertising may not include the direct endorsement of any product (other than the Picture) without Director's consent. Exhibition, advertising, publicizing or exploiting the Picture by any media, even though a part of or in connection with a product or a commercially sponsored program, shall not be deemed an endorsement of any nature.
13. PUBLICITY RESTRICTIONS: Director shall not by means of press agents or publicity or advertising agencies or others, employed or paid by Director or otherwise, circulate, publish or otherwise disseminate any news stories or articles, books or other publicity, containing Director's name relating to Director's employment by Production Company, the subject matter of this contract, the Picture or the services to be rendered by Director or others in connection with the Picture unless first approved by Production Company.
14. FORCE MAJEURE:
(a) Suspension: If, by reason of fire, earthquake, labor dispute or strike, act of God or public enemy, any municipal ordinance, any state or federal law, governmental order or regulation, or other cause beyond Production Company's control which would excuse Production Company's performance as a matter of law, Production Company is prevented from or hampered in the production of the Picture, or if, by reason of the closing of substantially all theatres in the United States, Production Company's production of the Picture is postponed or suspended, or if, by reason of any of the aforesaid contingencies or any other cause or occurrence not within Production Company's control, including but not limited to the death, illness or incapability of any principal member of the cast of the Picture, the preparation or production of the Picture is interrupted or delayed and/or, if Production Company's normal business operations are interrupted or otherwise interfered with by virtue of any disruptive events which are beyond Production Company's control ("Production Company Disability"), then Production Company may postpone the commencement of or suspend the rendition of services by Director and the running of time hereunder for such time as the Production Company Disability shall continue; and no compensation shall accrue or become payable to Director hereunder during the period of such suspension. Such suspension shall end upon the cessation of the cause thereof.
(i) Production Company Termination Right: If a Production Company Disability continues for a period in excess of _________________ (_________________) _________________, Production Company shall have the right to terminate this Agreement upon written notice to Director.
(ii) Director's Termination Right: If a Production Company Disability results in compensation being suspended hereunder for a period in excess of _________________ (_________________) _________________, Director shall have the right to terminate this Agreement upon written notice to Production Company.
(iii) Production Company Re-Establishment Right: Despite Director's election to terminate this Agreement, within five (5) days after Production Company's actual receipt of such written notice from Director, Production Company shall have the right to elect to re-establish the operation of this Agreement.
15. DIRECTOR'S INCAPACITY: If, by reason of mental or physical disability, Director is incapacitated from performing or complying with any of the terms of conditions hereof (“Director's Incapacity”) for a consecutive period in excess of seven (7) days or aggregate period in excess of ten (10) days, then Production Company shall have the right to terminate this Agreement upon written notice to Director.
16. DIRECTOR'S DEFAULT: If Director fails or refuses to perform or comply with any of the terms or conditions hereof (other than by reason of Director's Incapacity) (“Director's Default”), then Production Company may terminate this Agreement upon written notice to Director. Director Default shall not include any failure or refusal of Director to perform or comply with the material terms of this Agreement due to a breach or action by Production Company which makes the performance by Director of his services impossible. Prior to termination of this Agreement by Production Company based upon Director Default, Production Company shall notify Director specifying the nature of the Director Default and Director shall have a period of 24 hours to cure the Director Default. If the Director Default is not cured within said 24 hour period, Production Company may terminate this Agreement forthwith.
17. EFFECT OF TERMINATION: Termination of this Agreement, whether by lapse of time, mutual consent, operation of law, exercise of a right of termination or otherwise shall:
(a) Terminate Production Company's obligation to pay Director any further compensation. Nevertheless, if the termination is not for Director's Default, Production Company shall pay Director any compensation due and unpaid prior to the termination, and;
(b) Production Company shall not be deemed to have waived any other rights it may have or alter Production Company's rights or any of Director's agreements or warranties relating to the rendition of Director's services prior to termination.
18. PRODUCTION COMPANY RIGHT TO SUSPEND: In the event of Director's Incapacity or Director's Default, Production Company may postpone upon written notice the commencement of or suspend the rendition of services by Director and the running of time hereunder so long as any Director's Disability or Director's Default shall continue; and no compensation shall accrue or become payable to Director during the period of such suspension.
(a) Director's Right to Cure: Any Director's Incapacity or Director's Default shall be deemed to continued until Production Company's receipt of written notice from Director specifying that Director is ready, willing and able to perform the services required hereunder; provided that any such notice from Director to Production Company shall not preclude Production Company from exercising any rights or remedies Production Company may have hereunder or at law or in equity by reason of Director's Incapacity or Director's Default.
(b) Alternative Services Restricted: During any period of suspension hereunder, Director shall not render services for any person, firm or corporation other than Production Company. However, Director shall have the right to render services to third parties during any period of suspension based upon a Production Company Disability, subject, however, to Production Company's right to require Director to resume the rendition of services hereunder.
(c) Production Company Right to Extend: If Production Company elects to suspend the rendition of services by Director as herein specified, then Production Company shall have the right (exercisable at any time) to extend the period of services of Director hereunder for a period equal to the period of such suspension.
(d) Additional Services: If Production Company shall have paid compensation to Director during any period of Director's Incapacity or Director's Default, then Production Company shall have the right (exercisable at any time) to require Director to render services hereunder without compensation for a period equal to the period for which Production Company shall have paid compensation to Director during such Director's Incapacity or Director's Default.
19. FURTHER WARRANTIES: Director hereby warrants that Director is not under any obligation or disability, created by law or otherwise, which would in any manner or to any extent prevent or restrict Director from entering into and fully performing this Agreement; Director warrants that Director has not entered into any agreement or commitment that would prevent Director fulfilling Director's commitments with Production Company hereunder and that Director will not enter into any such agreement or commitment without Production Company's specific approval; and Director hereby accepts the obligation hereunder and agrees to devote Director's entire time and attention and best talents and abilities exclusively to Production Company as specified herein, and to observe and to be governed by the rules of conduct established by Production Company for the conduct of its employees.
(a) Indemnity: Director shall at all times indemnify Production Company, its successors, assignees and licensees, from and against any and all costs, expenses, losses, damages, judgments and attorneys' fees arising out of or connected with or resulting from any claims, demands or causes of action by any person or entity which is inconsistent with any of Director's representations, warranties or agreements hereunder. Director will reimburse Production Company on demand for any payment made by Production Company at any time after the date hereof in respect of any liability, loss, damage, cost or expense to which the foregoing indemnity relates.
20. REMEDIES: All remedies accorded herein or otherwise available to either Production Company or Director shall be cumulative, and no one such remedy shall be exclusive of any other. Without waiving any rights or remedies under this Agreement or otherwise, Production Company may from time to time recover, by action, any damages arising out of any breach of this Agreement by Director, and may institute and maintain subsequent actions for additional damages which may arise from the same or other breaches. The commencement or maintenance of any such action or actions by Production Company shall not constitute an election on Production Company's part to terminate this Agreement nor constitute or result in termination of Director's services hereunder unless Production Company shall expressly so elect by written notice to Director. The pursuit by either Production Company or Director of any remedy under this Agreement or otherwise shall not be deemed to waive any other or different remedy which may be available under this Agreement or otherwise, either at law or in equity.
(a) Production Company may secure life, health, accident, cast, or other insurance covering Director, the cost of which shall be included as a Direct Charge of the Picture. Such insurance shall be for Production Company's sole benefit and Production Company shall be the beneficiary thereof, and Director shall have no interest in the proceeds thereof. Director shall assist in procuring such insurance by submitting to required examinations and tests and by preparing, signing, and delivering such applications and other documents as may be reasonably required. Director shall, to the best of Director's ability, observe all terms and conditions of such insurance of which Production Company notifies Director as necessary for continuing such insurance in effect.
(b) If Production Company is unable to obtain pre-production or cast insurance covering Director at prevailing standard rates and without any exclusions, restrictions, conditions, or exceptions of any kind, Director shall have the right to pay any premium in excess of the prevailing standard rate in order for Production Company to obtain such insurance. If Director fails, refuses, to pay such excess premium, or if Production Company having obtained such insurance, Director fails to observe all terms and conditions necessary to maintain such insurance in effect, Production Company shall have the right to terminate this Agreement without any obligation to Director by giving Director written notice of termination.
22. EMPLOYMENT OF OTHERS: Director agrees not to employ any person to serve in any capacity, nor contract for the purchase or renting of any article or material, nor make any agreement committing Production Company to pay any sum of money for any reason whatsoever in connection with the Picture or services to be rendered by Director hereunder or otherwise, without written approval first being had and obtained from Production Company.
23. ASSIGNMENT: This Agreement, at the election of Production Company, shall inure to the benefit of Production Company's administrators, successors, assigns, licensees, grantees, and associated, affiliated and subsidiary companies, and Director agrees that Production Company and any subsequent assignee may freely assign this Agreement and grant its rights hereunder, in whole or in part, to any person, firm or corporation.
24. NOTICES AND PAYMENT:
(a) To Director: All notices from Production Company to Director may be given in writing by mailing the notice to Director, postage prepaid, or at Production Company's option, Production Company may deliver such notice to Director personally, either orally or in writing. The date of mailing or of personal delivery shall be deemed to be the date of service. Payments and written notice to Director shall be sent to Director at _________________.
(b) To Production Company: All notices from Director to Production Company shall be given in writing by mail, messenger, cable, telex or faxed addressed as indicated below. The date of mailing, messengering, cabling, telexing or faxing shall be deemed to be the date of service.
Fax : _________________
(c) Writing Requirement: Any oral notice given by Production Company in respect to any right of termination, suspension or extension under this Agreement shall be confirmed in writing.
(d) Change of Address: The address of Director and of Production Company set forth herein may be changed to such other address as Director or Production Company may hereafter specify by written notice given to the other Party.
25. UNION/GUILD AGREEMENT: If Production Company becomes a signatory with the DGA, the provisions of the Basic Agreement as same is amended and supplemented from time to time, and any side letters shall control should they conflict with any of the terms of this agreement.
26. VIDEOCASSETTE: After domestic distribution of the Picture has been secured, Company shall provide Director with one VHS videocassette copy of the entire Picture, at Company's expense.
27. CONDITIONS AFFECTING OR RELATED TO COMPENSATION:
(a) Method of Payment: All compensation which shall become due to Director shall be paid by Production Company by check and sent to Director at the address provided in the Notices and Payments provision of this Agreement.
(b) Governmental Limitation: No withholding, deduction, reduction or limitation of compensation by Production Company which is required or authorized by law (“Governmental Limitation”) shall be a breach by Production Company or relieve Director from Director's obligations. Payment of compensation as permitted pursuant to the Governmental Limitation shall continue while such Governmental Limitation is in effect and shall be deemed to constitute full performance by Production Company of its obligations respecting the payment of compensation. The foregoing-notwithstanding, if at such time as the Governmental Limitation is no longer in effect there is compensation remaining unpaid to Director, Production Company shall cooperate with Director in connection with the processing of any applications relative to the payment of such unpaid compensation and Production Company shall pay such compensation to Director at such times as Production Company is legally permitted to do so.
(c) Garnishment/Attachment: If Production Company shall be required, because of the service of any garnishment, attachment, writ of execution, or lien, or by the terms of any contract or assignment executed by Director, to withhold, or to pay to any other Party all or any portion of the compensation due Director, the withholding or payment of such compensation or any portion thereof in accordance with the requirements of any such attachment, garnishment, writ of execution, lien, contract or assignment shall not be construed as a breach by Production Company.
(d) Overpayment/Offset: If Production Company makes any overpayment to Director for any reason or if Director is indebted to Production Company for any reason, Director shall pay Production Company such overpayment or indebtedness on demand, or at the election of Production Company, Production Company may deduct and retain for its own account an amount equal to all or any part of such overpayment or indebtedness from any sums that may be due or become due or payable by Production Company to Director or for the account of Director and such deduction or retention shall not be construed as a breach by Production Company.
(a) Relationship: This agreement between the parties does not constitute a joint venture or partnership of any kind.
(b) Cumulative Rights and Remedies: All rights, remedies, licenses, undertakings, obligations, covenants, privileges and other property granted herein shall be cumulative, and Purchaser may exercise or use any of them separately or in conjunction with any one or more of the others.
(c) Waiver: A waiver by either party of any term or condition of this agreement in any instance shall not be deemed or construed to be a waiver of such term or condition for the future, or any subsequent breach thereof.
(d) Severability: If any provision of this agreement as applied to either party or any circumstances shall be adjudged by a court to be void and unenforceable, such shall in no way affect any other provision of this agreement, the application of such provision in any other circumstance, or the validity or enforceability of this agreement.
(e) Governing Law: This agreement shall be construed in accordance with the laws of the State of _________________ applicable to agreements which are executed and fully performed within said State.
(f) Arbitration: This Agreement shall be interpreted in accordance with the laws of the State of _________________, 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 and procedures of the American Film Marketing Association, as said rules may be amended from time to time with rights of discovery if granted by the arbitrator. Such rules and procedures are incorporated and made a part of this Agreement by reference. If the American Film Marketing Association shall refuse to accept jurisdiction of such dispute, then the parties agree to arbitrate such matter before and in accordance with the rules of the American Arbitration Association (AAA) under its jurisdiction in _________________ 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 _________________ and any award shall be final, binding and non-appealable. The Parties agree to accept service of process in accordance with AFMA or AAA Rules.
(g) Captions: Captions are inserted for reference and convenience only and in no way define, limit or describe the scope of this agreement or intent of any provision.
(h) Entire Understanding: This agreement contains the entire understanding of the parties relating to the subject matter, and this agreement cannot be changed except by written agreement executed by the party to be bound.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the day and year first above written.
Social Security Number: _________________
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