Director Loan-Out Agreement

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This Director's Loan Out Agreement (Feature Film/DGA) is between a producer and a lending company who will lend a director for a motion picture. This agreement incorporates Additional Terms and Conditions, an Inducement Letter and Low Cost Side Letter as exhibits. This form is for use in all states and is available for immediate download.

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This Director’s Loan-Out Agreement (Feature Film/DGA) is an agreement between a producer and a lender for a director’s services with regard to a motion picture. By this agreement, the lending company agrees to lend the director in order to direct a motion picture for producer. The agreement contains specific terms regarding engagement and services, compensation, screen credit and remedies available in the event of default. In addition, this agreement incorporates Additional Terms and Conditions, an Inducement Letter and Low Cost Side Letter as exhibits. It is crucial that a Director’s Loan-Out Agreement be memorialized in writing in the event there are misunderstandings between the parties.

This Director’s Loan-Out Agreement (Feature Film/DGA) contains the following provisions:
  • Parties: Sets out the name of the producer, the lending company, the director and the title of the motion picture;
  • Services: The services director is expected to render including photography, pre- production services, final cutting authority and any additional post-production services;
  • Compensation: The compensation paid including fixed, deferred, contingent, pay or play and guild plans;
  • Unique Services: Director agrees to render services exclusively to producer until the end of the term of this agreement;
  • Union/Guild Agreement: Director is required to remain or become a member of any designated labor organization at his/her own cost and expense;
  • Signatures: Both the production company and lending company must sign this agreement.

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This attorney-prepared packet contains:
  1. General Information
  2. Director’s Loan-Out Agreement (Feature Film/DGA)
State Law Compliance: This form complies with the laws of your state
Number of Pages30
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#28006
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
 
DIRECTORS LOAN-OUT AGREEMENT
(FEATURE FILM, DGA)
 
THIS AGREEMENT and attached Exhibits, effective as of _________________ between _________________, incorporated in the state of _________________ (“Producer”) and, _________________, incorporated in the state of _________________ (“Lender”) is for the director services of _________________ (“Director”) with regard to the theatrical motion picture entitled _________________ (“Picture”).
 
1. ENGAGEMENT AND SERVICES: Producer hereby agrees to borrow from Lender, and Lender agrees to lend to Producer, Director to render directing services in connection with the Picture, on a pay or play basis effective _________________, such services to include such pre-production, production and post-production services and such other services as a director is usually required to perform in order to make the negative of the Picture ready for final release printing. All such services shall be rendered for and under the control of the Producer at such studios, locations and other places as the Producer may designate, which services shall include, without limitation, the following:
 
   Pre-Production: Director shall be available and undertake a location search on or about _________________.
 
   Photography: Directors exclusive services for the Picture shall commence _________________ weeks prior to the start of principal photography, for preparation, and shall be rendered exclusively thereafter until completion of the _________________ (_________________) week scheduled period of photography. The scheduled start date of principal photography is _________________.
 
   Post-Production: Directors post-production services shall be rendered on an exclusive basis in order to work during the _________________ week post-production period with the editor until completion of the final corrected answer print. In connection with post-production:
 
   Cooperation with Editor: Lender hereby warrants and agrees that Director will cooperate with the picture editor and other post-production personnel so that the assemblage of sequences and other elements of post-production shall be conducted in conformance with the schedule described herein.
 
   Post-Production Schedule: Lender agrees that the post-production schedule, which has or shall be agreed to in writing by Lender and Producer, shall be followed by Director.
 
   Final Cutting Authority: _________________ is designated as the person with final cutting authority over the Picture.
 
   Dailies: Producer shall have the right to view the dailies during the production of the Picture, the rough cut and all subsequent cuts of the Picture.
 
   Television Cover Shots: When protective cover shots are requested for any particular scene, Director shall furnish Producer 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.
 
   Additional Post-Production Services: If after the completion of principal photography, Producer requires retakes, changes, dubbing, transparencies, added scenes, further photography, trailers, sound track, process shots or other language versions (herein collectively called “Retakes”) for the Picture, Director shall report to Producer for such Retakes, at such place or places and on such consecutive or non-consecutive days as Producer may designate, subject only to Directors prior contractual commitments. Director shall not be entitled to additional compensation for any such additional services performed.
 
2. TERM: The term of this agreement shall commence on or about _________________ and shall continue until the completion of all of Directors required services on the Picture.
 
3. RESULTS AND PROCEEDS OF SERVICES: Producer shall be entitled to and shall solely and exclusively own, in addition to Directors services hereunder, all of the 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 medium of television or otherwise), whether such results and proceeds consist of literary, dramatic, musical, motion picture, mechanical or any other form of works, themes, ideas, compositions, creations, or productions, 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 Directors services, including but not limited to the right to add to, subtract from, arrange, revise, adapt, rearrange, make variations of said property, and to translate the same into any and all languages, change the sequence, change the characters and the descriptions thereof contained in said property, change the title of the same, use said 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 said property in new versions, adaptations and sequels in any and all languages, and to obtain copyright therein throughout the world. Lender does hereby assign and transfer to Producer all of the foregoing without reservation, condition, or limitation, and no right of any kind, nature, or description is reserved by Lender. If Producer shall desire to secure separate assignments of or other documents on or for any of the foregoing, Lender shall execute the same upon Producers request therefor, and if Lender fails or refuses to execute and deliver any such separate assignments or other documents, Producer shall have and is hereby granted the right and authority to execute the same in Lenders name and as Lenders attorney-in-fact.
 
4. WARRANTIES AND INDEMNIFICATION:
 
   Lender warrants and represents that Lender (1) has the right to enter into this Agreement, (2) has entered into a written contract with Director which is now in full force and effect and pursuant to which Lender has the full right and authority to provide Directors services to Producer in accordance with the terms and conditions hereof; (3) is not subject to any obligation or disability which would interfere with or prevent the providing of Directors services hereunder; (4) shall, with respect to any compensation received pursuant to this Agreement, make all tax payments required of independent contractors by federal, state, and local laws, including without limitation all income and estimated tax payments; and that (5) any material created, composed, submitted, added or interpolated by Director hereunder shall be wholly original with Director and shall not, to the best of Directors knowledge, infringe upon or violate the copyright, literary, dramatic or photoplay rights, the right of privacy or publicity of, nor constitute a liable or slander against, nor violate any common law rights or any other rights of any person, firm or corporation.
 
   Lender agrees to indemnify Producer, its successors, assigns, licensees, employees and agents, and hold them harmless from and against any and all claims, liability, losses, damages, costs, and expenses (including reasonable attorneys fees), judgment and penalties arising out of, resulting from, or based upon the breach by Lender of any representation, warranty or covenant made under this Agreement.
 
   Producer agrees to indemnify Lender, its successors, assigns, licensees, employees and agents, and hold them harmless from and against any and all claims, liability, losses, damages, costs, and expenses (including reasonable attorneys fees), judgment and penalties arising out of, resulting from, or based upon the breach by Producer of any covenant made under this Agreement.
 
5. COMPENSATION: As full and complete consideration for Directors services hereunder, and for all rights herein granted to Producer, and subject to Lenders full compliance with the terms and conditions of this Agreement, Producer agrees to pay to Lender the following sums in the following manner:
 
   Guaranteed Compensation: Salary at the rate of _________________ dollars ($_________________) per week, _________________ percent (_________________%) of which shall be payable, pursuant to the “Low Cost” Side letter attached hereto as Exhibit “C” and made a part hereof by this reference, for the thirteen (13) week minimum guaranteed period hereof (the “Guaranteed Period”) in three (3) equal installments of _________________ dollars ($_________________), with the first upon the effective date hereof, the second upon commencement of principal photography and the third upon completion of principal photography.
 
   Deferred Compensation: In addition to the Guaranteed Compensation payable above, Lender shall be entitled to receive an amount equal to _________________ percent (_________________%) of said salary on a deferred basis pursuant to the aforementioned “Low Cost” Side letter.
 
   Contingent Compensation: In addition to the Guaranteed and Deferred Compensation payable above, subject to the production and release of the Picture, Lender 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.
 
   Net Profits Definition: “Net Profits” shall be computed, determined and paid in accordance with the definition of net profits between Producer and the distributor of the Picture, unless none exists, in which case Producers standard definition shall apply, the terms and conditions of which shall be subject to good faith negotiation within customary United States motion picture industry parameters.
 
   Flat Fee Basis: Producer and Lender hereby mutually acknowledge that the Guaranteed Compensation as hereinabove specified is a “flat fee.” The Guaranteed Compensation shall be the prevailing minimum wage, subject to the “Low Cost” Side letter, so that Lender 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.
 
   Pay or Play: Producer shall not be obligated to utilize Directors services in connection with the Picture, nor be obligated to produce, release, distribute, advertise, exploit or otherwise make use of the Picture, provided, however, that, as of _________________, the full amount of the Guaranteed Compensation shall be paid to Lender as provided under Paragraph 5(a) should Producer (without legal justification or excuse as elsewhere provided in this agreement or by operation of law), abandon the Picture or otherwise elect not to utilize Directors services.
 
   Guild Plans: Producer shall pay all required Directors Guild of America, Inc. (“DGA”) Pension, Health and Welfare contributions directly to the respective Plans on behalf of Director.
 
6. TRANSPORTATION AND EXPENSES: If Directors services are required at Producers request to be rendered on location more than fifty (50) miles from the City of ___________, Producer shall furnish Director, or reimburse Lender for (i) first-class round trip airfare for one (1) to such location (if available and if used), (ii) Directors reasonable and necessary living expenses in the amount of _________________ dollars ($_________________) per day (payable on a weekly basis at the beginning of each week), and (iii) a first-class or best obtainable hotel suite. Producer shall also provide Director with a rental car while at such location, at Producers expense. All travel arrangements, including, without limitation, the acquisition of airline tickets and booking of accommodations, shall be made through Producer, or its designated agent, unless Lender obtains Producers prior written approval to vary from said procedure. Lender shall be reimbursed for any necessary out-of-pocket expenses incurred hereunder by Director with the prior written approval of Producer.
 
7. CREDIT: Provided the Picture is released, and provided Director shall have rendered and completed Directors services in principal photography of the Picture, Producer agrees to accord Director credit, in accordance with the requirements contained in the Directors Guild of America, Inc. Basic Agreement of 2002, substantially as follows:
 
   “Directed by _________________
 
   Such credit shall be accorded on a separate card in the main titles on all positive prints of the Picture, and in all paid advertising issued by Producer in connection therewith, except advertisements of eight (8) column inches or less; group and list advertisements; teasers; publicity; special advertising; billboards; television trailers; film clips or other advertising on the screen, radio or television (“excluded Ads”); except however, Director shall be entitled to a credit in any said excluded Ad in which any other person receives credit in connection with the Picture, with the exception of _________________. Nothing contained in this Paragraph shall be construed to prevent the use of so-called “teaser,” trailer, award and congratulatory ads, or other special advertising, publicity or exploitation relating to the story or screenplay, any members of the cast, or similar matters, without mentioning Directors name.
 
   Director shall not receive a possessory credit unless Producer, in its sole discretion, deems such credit to be appropriate.
 
   No casual or inadvertent failure to comply with the provisions of this clause shall be deemed to be a breach of this Agreement by Producer. Upon receipt of written notice of such failure from Lender, Producer shall use Producers best efforts to cure any such curable failure, to the extent reasonably possible. Lender hereby recognizes and confirms that in the event of failure or omission by Producer constituting a breach of its obligations under this clause, the damage, if any, caused Lender by Producer is not irreparable or sufficient to entitle Lender to injunctive or other equitable relief. Consequently, Lenders rights and remedies hereunder shall be limited to the right, if any, to obtain damages at law and Lender shall have no right in such event to rescind this Agreement or any of the rights granted to Producer hereunder or to enjoin or restrain the distribution or exhibition of the Picture.
 
8. PERFORMANCE STANDARDS: During the Term of this Agreement, Director shall render his services exclusively to Producer in directing and, to such extent as usually required, in otherwise assisting in the production of the Picture; except, however, Directors services in connection with any additional Post-Production Services shall be rendered on a non-exclusive basis, but in first priority following Directors prior contractual commitments. Said services shall be rendered either alone or in collaboration with other artists in such manner as Producer may reasonably direct, pursuant to the instructions, controls and schedules established by Producer and at the times, places and in the manner required by Producer. Such services shall be rendered in a directoric, conscientious, efficient and punctual manner, to the best of Directors ability and with full regard to the careful, efficient, economical and expeditious production of the Picture within the budget and shooting schedule established by Producer immediately prior to the commencement of principal photography; it being further understood that the production of motion pictures by Producer involves matters of discretion to be exercised by Producer with respect to art and taste, and Directors services and the manner of rendition thereof is to be governed entirely by Producer.
 
9. FORCE MAJEURE:
 
   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 Producers control, Producer is prevented from or hampered in the production of the Picture, or if, by reason of the closing of substantially all of the theatres in the United States for any of the aforesaid or other causes, Producers 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 Producers control, including but not limited to the death, illness or incapacity of any principal member of the cast of the Picture, the preparation, commencement, production or completion of the Picture is hampered, interrupted or interfered with (“Producer Disability”), then Producer may postpone the commencement of or suspend the rendition of services by Director and the running of time hereunder for such time as the Producer Disability shall continue; and no compensation shall accrue or become payable to Lender hereunder during the period of such suspension. Such suspension shall end upon the cessation of the cause thereof.
 
   Termination:
 
   Producer Termination Right: If a Producer Disability continues for a period in excess of eight (8) weeks, Producer shall have the right to terminate this Agreement upon written notice thereof to Lender.
 
   Lenders Termination Right: If a Producer Disability results in the payment of compensation being suspended hereunder for a period in excess of eight (8) weeks, Lender shall have the right to terminate this Agreement upon written notice thereof to Producer.
 
   Producer Re-Establishment Right: Despite Lenders election to terminate this Agreement, within five (5) days after Producers actual receipt of such written notice from Lender, Producer shall have the right to elect to reestablish the operation of this Agreement upon written notice hereof to Lender.
 
10. DIRECTORS INCAPACITY
 
   Effect of Directors Incapacity: If, by reason of mental or physical disability, Director shall be incapacitated from performing or complying with any of the terms or conditions hereof (“Directors Incapacity”) for a consecutive period in excess of seven (7) days or aggregate period in excess of ten (10) days, then Producer shall have the right to terminate this Agreement upon written notice thereof to Lender.
 
   Right of Examination: If any claim of mental or physical disability is made by Director or on Directors behalf, Producer shall have the right to have Director examined by such physicians as Producer may designate. Directors physician may be present at such examination, but such physician shall not interfere therewith.
 
11. LENDER/DIRECTOR DEFAULT: If Lender and/or Director fails or refuses to perform or comply with any of the terms or conditions hereof (other than by reason of Directors Incapacity) (“Lender/Director Default”), then Producer shall have the right to terminate this Agreement upon written notice thereof to Lender. Prior to termination of this Agreement by Producer based upon Lender/Director Default, Producer shall notify Lender specifying the nature of the Lender/Director Default and Lender shall have 48 hours after the giving of such notice within which to cure the Lender/Director Default. If the Lender/Director Default is not cured within the 48-hour period, Producer may terminate this Agreement forthwith.
 
12. 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:
 
   Terminate Producers obligation to pay Lender any further compensation. Nevertheless, if the termination is not for Lender/Director Default, Producer shall pay Lender any compensation due and unpaid prior to the termination, and
 
   Producer shall not be deemed to have waived any rights it may have or alter Producers right or any of Lenders agreements or warranties in connection with the rendition of Directors services prior to termination.
 
13. PRODUCER RIGHT TO SUSPEND: In the event of Directors Disability or Lender/Director Default, Producer may postpone the commencement of or suspend the rendition of services by Director and the running of time hereunder so long as any such Directors Disability or Lender/Director Default shall continue; and no compensation shall accrue or become payable to Lender during the period of such suspension.
 
   Lenders Right to Cure: Any Directors Incapacity or Lender/Director Default shall be deemed to continue until Producers receipt of written notice from Lender specifying that Director is ready, willing and able to perform the services required hereunder; provided that any such notice from Lender to Producer shall not preclude Producer from exercising any rights or remedies Producer may have hereunder or at law or in equity by reason of Directors Incapacity or Lender/Director Default.
 
   Alternative Services Restricted: During any period of suspension hereunder, Director shall not render services for any party other than Producer.
 
   Producer Right to Extend: If Producer elects to suspend the rendition of services by Director as herein specified, then Producer shall have the right (exercisable at any time) to extend the period of services required of Director hereunder for a period equal to the period of such suspension.
 
   Additional Services: If Producer shall have paid compensation to Lender during any period of Directors Incapacity or Lender/Director Default, then Producer shall have the right (exercisable at any time) to require Lender to furnish Directors services hereunder without compensation for a period equal to the period for which Producer shall have paid compensation to Lender during such Directors Incapacity or Lender/Director Default; except, however, said Additional Services necessitated by Directors Incapacity shall be subject only to Directors prior contractual commitments, and if Director is unable to report to Producer at such time(s) as Producer may require, Lender shall make such services available to Producer at the earliest possible date thereafter.
 
14. FURTHER WARRANTIES: Lender hereby warrants that neither Lender nor Director is under any obligation or disability, created by law or otherwise, which would in any manner or to any extent prevent or restrict Lender or Director from entering into and fully performing this Agreement; and Lender agrees that Director shall devote Directors entire time and attention and best talents and abilities exclusively to Producer as specified herein, and to observe and to be governed by the rules of conduct established by Producer for the conduct of Producers employees.
 
15. UNIQUE SERVICES: Except as specifically provided to the contrary hereinabove, Directors Services shall be rendered exclusively to Producer until expiration of the Term of this Agreement, it being mutually understood and agreed that Directors services are extraordinary, unique and not replaceable, and that there is no adequate remedy at law for any breach of this Agreement by Director and/or Lender, and that Producer, in the event of breach by Director and/or Lender, shall be entitled to seek equitable relief by way of injunction or otherwise.
 
16. REMEDIES: All remedies accorded herein or otherwise available to either Producer or Lender shall be cumulative, and no one such remedy shall be exclusive to any other. Without waiving any of Producers rights or remedies under this Agreement or otherwise, Producer may from time to time recover, by action, any damages arising out of any breach of this Agreement by Lender, and may institute and maintain subsequent actions for additional damages which may arise from the same or other breaches. The commencement or maintaining of any such action or actions by Producer shall not constitute an election on Producers part to terminate this Agreement nor constitute or result in termination of Directors employment hereunder unless Producer shall expressly so elect by written notice to Lender. The pursuit by either Producer or Lender 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. Lender acknowledges and agrees that Lenders sole remedy for any breach or alleged breach of this Agreement by Producer shall be an action at law to recover money damages; in no event shall Lender seek or be entitled to injunctive or other equitable relief on account of any breach or alleged breach of this Agreement by Producer.
 
17. NAME AND LIKENESS: Lender grants to Producer the right to use Directors name and likeness for advertising, publicizing, and exploiting the Picture; provided, however, that such advertising and publicity may not include the direct endorsement of any product (other than the Picture) without the Lenders written consent. Exhibition, advertising, publicizing or exploiting the Picture by any media, even though a part of or in connection with a product or commercially sponsored program, shall not be deemed an endorsement of any nature.
 
18. PUBLICITY RESTRICTIONS: Lender or Director shall not individually or jointly, by means of press agents or publicity or advertising agencies or others, employed or paid by Lender or Director or otherwise, circulate, publish or otherwise disseminate any news stories or articles, books or other publicity, containing Directors name and relating directly or indirectly to Directors employment, the subject matter of this Agreement, the Picture or the services to be rendered by Director or others in connection with the Picture unless the same are first approved by Producer. Notwithstanding the foregoing, Lender or Director may disseminate publicity which contains Directors name and identifies the Picture or Directors services in connection therewith so long as such publicity (a) is not an advertisement for the Picture, (b) is not derogatory and (c) does not disclose confidential information. Lender or Director shall not transfer or attempt to transfer any right, privilege, title, or interest in or to any of the things above specified, nor shall Lender or Director at any time grant the right to or authorize any person, firm or corporation in any way to infringe upon such rights hereby granted to Producer, and Lender or Director authorize Producer, at Producers expense, in Lenders or Directors name or otherwise, to institute any proper legal proceedings to prevent any infringement.
 
19. GUILDS AND UNIONS:
 
   During the periods when Director is required to render services hereunder, as Producer may lawfully require, Lender shall cause Director, at Lenders or Directors sole cost and expense, to remain or become and remain a member in good standing of the then properly designated labor organization or organizations (as defined and determined under the then applicable law) representing persons performing services of the type and character required to be performed by Director hereunder.
 
   Nothing contained in this Agreement shall be construed so as to require the violation of the Directors Guild of America, Inc. Basic Agreement of 2002, as amended from time-to-time, or any other written agreement between Producer and the DGA, which may from time-to-time be in effect and by its terms controlling with respect to this Agreement; and wherever there is any conflict between any provision of this Agreement and any such agreement, the latter shall prevail, but in such event the provisions of this Agreement shall be curtailed and limited only to the extent necessary to permit compliance with such agreement with the DGA.
 
20. EMPLOYER TAXES: Producer shall have no obligation to reimburse Lender for employer taxes of any kind or nature.
 
21. MOTION PICTURE RELIEF FUND OF AMERICA, INC.: Lender does not authorize Producer, and Producer shall not be obligated, to pay on Directors behalf any amounts to the Motion Picture Relief Fund of America, Inc. in connection with any compensation accruing to Lender hereunder.
 
22. ATTACHMENT: If Producer shall be required, because of the service of any garnishment or by the terms of any contract or assignment executed by Lender, to pay all or any portion of the compensation hereunder to any other person, firm or corporation, the withholding of payment of such compensation or any portion thereof, in accordance with the requirements of any such attachment, contract or assignment shall not be construed as a breach by Producer of this Agreement. Producer will advise Lender of any such attachment, garnishment or other obligation within a reasonable period after receipt thereof. Lender shall have the right to discharge any such attachment, garnishment, or other obligation before Producer acts in compliance therewith. Lender agrees to indemnify and hold harmless Producer, its successors and assigns, from any cost, expense, penalty, or liability arising out of, resulting from, or based upon said attachment, contract or assignment.
 
23. GOVERNMENTAL LIMITATION: If the compensation provided for by this Agreement shall exceed the amount permitted by any present or future law or governmental order or regulation, such stated compensation shall be reduced, while such limitation is in effect, to the amount which is so permitted, and the payment of such reduced compensation shall be deemed to constitute full performance by Producer of Producers obligations respecting the payment of compensation hereunder.
 
24. INSURANCE: Producer may secure life, health, accident, or other insurance covering Director, the cost of which shall be included as a Direct Charge of the Picture. Such insurance shall be for Producers sole benefit and Producer shall be the beneficiary thereof, and Lender 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 reasonably be required. Lender and Director shall, to the best of Lenders and Directors ability, observe all terms and conditions of such insurance of which Producer notifies the Lender or Director as necessary for continuing such insurance in effect. If Producer is unable to obtain any such insurance covering Director at prevailing standard rates and without any exclusions, restrictions, conditions, or exceptions of any kind, Lender shall have the right to pay any premium in excess of the prevailing standard rates in order for Producer to obtain such insurance. If Lender fails, refuses or is unable for any reason whatsoever to pay such excess premiums, or if Producer having obtained such insurance, Lender or Director fails to observe all terms or conditions necessary to maintain such insurance in effect, Producer shall have the right to terminate this Agreement without any obligation to Lender or Director by giving Lender written notice of termination.
 
25. EMPLOYMENT OF OTHERS: Lender and Director agree 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 Producer 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 Producer.
 
26. RIGHT TO LEND TO OTHERS: Producer shall have the right to lend Directors services hereunder to (a) any of Producers subsidiary or affiliated companies, or (b) any other producer of motion pictures provided such producer shall have granted to Producer the right to distribute the Picture. No such lending of Directors services shall relieve Producer of its obligations hereunder.
 
27. ASSIGNMENT: This Agreement, at the election of Producer, shall inure to the benefit of Producers administrators, successors, assigns, licensees, grantees, and associated, affiliated and subsidiary companies, and Lender agrees that Producer and any subsequent assignee may freely assign this Agreement and grant its rights hereunder, in whole or in part, to any party.
 
28. NOTICES: Any notice required or desired to be given to Producer or to Lender shall be given in one of the following ways:
 
   By personal delivery or facsimile;
 
   By deposit, addressed as specified below, registered or certified mail, return receipt requested, postage prepaid, in the United States mail; or
 
   By delivery, addressed as specified below, toll prepaid to a cable company.
 
   If so delivered, mailed, or sent by facsimile, each such notice, statement or other document shall be conclusively deemed to have been given when personally delivered, or on the day of telecopying or delivery to the telegraph or cable company or on the third day after mailing, as the case may be. The addresses of the parties shall be those of which the other party actually receives written notice and, until further notice are:
 
To Production       
Company:   ______________________________
         ______________________________
Fax: __________________________
            
      
With copies to:  ____________________________
           _____________________________
         Fax: __________________________
            
 
To Lender:   ______________________________
         ______________________________
         Fax: __________________________
            
            
29. MISCELLANEOUS: This Agreement and Exhibits attached hereto, supersede any and all prior agreements between the parties relating hereto, constitute the entire agreement between the parties and cannot be modified except by written instrument. Neither Producer nor Lender and Director have made any representations, promises or warranties not set forth herein. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective heirs, executors, administrators, successors, and assigns. This Agreement shall in all respects be governed and construed in accordance with the laws of the State of _________________. This Agreement may be signed in counterparts and if so signed shall have the same force and effect as though all signatures appeared on the same document.
 
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
 
 
By:    
 
Its:    
   
 
 
AGREED AND ACCEPTED:
 
   
Production Company
 
 
By:    
 
Its:    
   
 
EXHIBIT “A
 
DIRECTORS LOANOUT AGREEMENT
ADDITIONAL TERMS AND CONDITIONS
 
1. RELATIONSHIP OF PARTIES:
 
   The parties hereto are entering into this Agreement as independent contractors, and no partnership or joint venture or other association shall be deemed created by this Agreement. Lender will have the entire responsibility as the employer of Director and will discharge all of the obligations of any employer under federal, state or local laws, regulations or order, now or hereafter in force, including, but not limited to, those relating to taxes, unemployment compensation or insurance, social security, workmens compensation, disability pensions, tax withholding and including the filing of all returns and reports required of an employer and the payment of all taxes, assessments and contributions and other sums required of an employer. Lender will deduct and withhold from the consideration payable by Lender to Director all amounts required to be deducted and withheld under employment agreements, under the provisions of any statute, regulation, ordinance or order requiring the withholding or deduction of compensation. Notwithstanding anything to the contrary set forth herein, it is agreed that Producer will pay all employer contributions to any Pension, Health and Welfare plans required by reason of the services rendered hereunder by Director, as set forth in the applicable Directors Guild of America, Inc. Theatrical and Television Basic Agreement (the “Basic Agreement”).
 
   Wherever reference is made to payments to Director herein, such reference shall be deemed to refer to payments to Lender; and
 
   All rights granted by and/or accruing to Director herein shall be deemed granted by and/or accruing to Lender as well, and all warranties, agreements, duties, liabilities, obligations, waivers and indemnifications given, made and/or assumed by Director shall be deemed given, made and/or assumed by Lender as well.
 
2. DEFINITIONS
 
   Main Agreement: The Agreement to which these Additional Terms and Conditions are attached.
 
   Material: as herein used shall be deemed to include, but not by way of limitation, all material created, prepared, written and delivered under the Main Agreement to which these Additional Terms and Conditions are attached and otherwise in connection with this Agreement and the titles thereof, and all formats, treatments, themes, dialogue, plots, idea, characters and characterizations therein contained.
 
   Picture: The motion picture defined under the terms of the Main Agreement, in any medium or format, including without limitation, silent motion pictures, sound and talking motion pictures, produced, transmitted or exhibited with or accompanied by sound and voice recording, transmitting or reproducing devices and all developments and improvements of such devices, and all motion picture productions of every kind produced, transmitted or exhibited by any means now known or hereafter to become known.
   
   Pre-Production Services: Tests (including photographic and recording tests), readings, rehearsals, pre-recording, location searches and visits, publicity stills, sittings and interviews, conferences, and similar services, relating to the Picture, required by the Producer prior to the commencement of the term. Such services may also be required and if so shall be rendered, during the term.
 
   Post-Production Services: Such services of the Director in connection with the Picture (including but not limited to trailers and foreign versions) as may be required by the Producer after the expiration of the term, including not limited to photography, recording, editing, scoring, looping, dubbing and publicity (but required publicity services shall be limited to interviews, voice transcriptions and stills).
 
   Term: The continuous period starting with the commencement date and continuing until the Producer releases the Director from the obligation to remain available to render services hereunder (other than post-production services). The Producer shall have the right to postpone the commencement date by a period of time equivalent to any period(s) of incapacity, cast incapacity, force majeure or default, plus a period of time after the termination of such situation reasonably necessary to prepare for the commencement date. Unless sooner terminated pursuant to any right of termination set forth in these Additional Terms and Conditions, the term shall consist of the minimum period of employment, immediately followed by the free period, if any, immediately followed by the remainder of the term, if any. If no free period is provided for, then the remainder of the term, if any, shall immediately follow the minimum period of employment.
 
3. DURATION OF TERM: The term shall continue for such continuous period as the Producer desires the Director to remain available to perform services in connection with the production of the Picture. If the terms of Article 6-104 (or a successor provision) of the Basic Agreement are applicable in the event of termination of the Directors employment hereunder, then it is agreed that the Director shall be entitled to receive the sum of One Hundred Dollars ($100) as the “additional negotiated sum” payable pursuant to the terms of said Article 6-104.
 
4. EXCLUSIVITY:
 
   The Directors services hereunder during the term and during any continuous period of employment provided for in Article 7 hereof regarding post-production services are exclusive; that is to say that during the term and during said other continuous periods of employment, if any, the Director will be at all times available for the Producer, will render services exclusively for the Producer, and will not render services for himself (herself) or any other person or company, without prior written consent of the Producer, which the Producer shall be under no obligation to give.
 
5. SERVICES:
 
   The Director shall (i) perform hereunder such services as a Director in connection with the Picture as may be required by the Producer; (ii) comply with the Producers reasonable rules and regulations; and (iii) perform his (her) services and comply with his (her) other obligations promptly, faithfully, conscientiously, and to the full limit of his (her) talents and capabilities, whenever required by the Producer during the term, and at such other times as are provided herein, and in accordance with the Producers instructions and directions in all matters, including those involving artistic taste and judgment. Services as a Director may include, if so required by the Producer, and in addition to actual direction as such, assistance in the preparation of the screenplay, assistance in cutting and editing, and such other services as may be required of a Director in accordance with the custom of the industry.
 
   The Director has no rights of approval, of cast, script, other employees, or other matters whatsoever. The title of the Picture may be changed by the Producer or its assigns.
 
   The Producer shall not be obligated (i) to cause or permit the Director to commence, continue or complete the performance of his (her) services hereunder, or (ii) to use the Directors name, voice or likeness in advertising or publicity, except as provided in the Main Agreement, (iii) to use any results of proceeds of the Directors services, or (iv) to produce, complete the production of, release, distribute, exhibit, advertise or exploit the Picture. Nothing in this paragraph is intended to release the Producer from its obligations hereunder with reference to the Directors compensation. The screenplay, and characters embodied therein, may be changed and rewritten by the Producer to such extent as it may determine, and without any necessity of obtaining the Directors approval.
 
6. PRE-PRODUCTION SERVICES:
 
   The Director shall perform such pre-production services as may be required by the Producer, but only at such times as the Director is not otherwise employed. No compensation shall be payable for pre-production services, except to the extent, if any, required by the Basic Agreement; and if so required, then any such compensation paid shall be deemed paid against the minimum compensation, and the minimum period of employment shall be deemed to be correspondingly shortened.
 
7. POST-PRODUCTION SERVICES:
 
   The Director shall perform such post-production services as may be required by the Producer, in accordance with the Main Agreement at the compensation prescribed therein, but only at such times as the Director is not otherwise employed. No compensation shall be payable for post-production publicity services. Compensation shall be payable for other post-production services, at the weekly rate of compensation provided for the minimum period of employment, but only for the days on which the Director is instructed to and does report to the Producer for such services and performs such services as are required.
 
8. LOCATION:
 
   The Directors services shall be rendered, and the Director shall be available, at such times during the term (and at such other times as herein provided) and place(s) as the Producer may designate from time to time, including Saturdays, Sundays, holidays and nights if so required by the Producer. No overtime or other additional compensation or penalties shall be payable for work on Saturdays, Sundays, holidays or at night except as and then only to the minimum extent provided in the Basic Agreement.
 
   The Director shall, if so required by the Producer, promptly apply for all passports, visas, work permits, membership in foreign labor organizations, and the like, and promptly take all such other steps, as may be necessary to permit him (her) to enter, remain in, leave and work in any country where his (her) services may be required hereunder. The Producer shall pay or reimburse the Director for any fees or costs incurred in connection therewith, except taxes, and except such fees and costs as are applicable in the United States or in the Directors country of residence if other than the United States.
 
9. GUILD:
 
   The Director represents that Director is (or if Director is not, Director agrees to become) a member in good standing of the Directors Guild of America, Inc. (the “Guild”), and agrees that during such period or periods as it may be lawful for the Producer to require the Director so to do, Director will remain a member in good standing of the Guild. If legally permissible, the Producer may pay any dues which may be or become payable by the Director to the Guild, and may deduct the amount of such payment from any compensation then or thereafter due from the Producer to the Director. The Director expressly authorizes the Producer to make such deductions and payments. The Producer shall be entitled to rely upon information furnished by the Guild with respect to Directors dues to the Guild, and shall not be liable to the Director for any payment or overpayment to the Guild based on such information, nor shall the Producer be obligated to take any steps whatsoever to reclaim or recover any such payment or overpayment.
 
   If Director fails or refuses to become or remain a member in good standing of the Guild as required hereunder, Producer shall have the right at any time thereafter to terminate this Agreement and all of Producers obligations to Director hereunder without prejudice to any other rights Producer may have hereunder for damages or otherwise by reason of such failure, but no such termination shall affect or limit Producers right to use all the results and proceeds of Directors services performed hereunder.
 
   If the Basic Agreement requires incorporation of any of its provisions in this Agreement, such provisions are hereby incorporated herein, but only to the extent they are so required to be so incorporated by the Basic Agreement.
 
10. PAYMENT:
 
   Producers obligation to pay compensation or otherwise perform herein shall be conditioned upon full performance by Director of all of Directors obligations.
   No withholding, deduction, reduction or limitation of compensation by Producer which is required or authorized by law, including any garnishment, attachment, writ of execution, or lien, (“Governmental Limitation”) shall be a breach of this Agreement by Producer or relieve Director from Directors obligations hereunder. 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 Producer of its obligation respecting the payment of compensation hereunder.
 
   In the event the rules or regulations or any union or guild having jurisdiction over this employment require payments of minimum scale amounts at certain specified times or for certain uses, benefits or privileges in connection with the services and materials which may be required of Director herein, or for the rights granted hereunder, the parties hereby agree that the portions of any preceding payment made pursuant to this Agreement in excess of such applicable minimum scale for the services, materials or rights then or thereafter rendered or delivered shall be deemed credited against any such minimum scale payment, and such minimum scale payment shall therefore be deemed paid to the extent of such application at or prior to the time required under such rules or regulations.
 
   If Producer makes any overpayment to Director hereunder for any reason or if Director is indebted to Producer for any reason, Director shall pay Producer such overpayment or indebtedness on demand, or, at the election of Producer, Producer 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 Producer to Director or for the account of Director and such deduction or retention shall not be deemed a breach of this Agreement.
 
11. RIGHTS IN MATERIAL:
 
   The Producer shall own all material furnished by Director and all results and proceeds of Directors services hereunder, including the copyrights thereof, and all renewals and extensions, and rights to renewal and extension, of copyright, and as such owner shall have the right (among all other rights of ownership, but subject to the provisions of this Agreement): (i) to include them in the Picture and in advertising and publicity relating to the Picture, (ii) to reproduce them by any present or future means, (iii) to combine them with photographs and recordings made by others, (iv) to exhibit and perform them in theatres, on the radio and television, and in or by any other present or future media, for profit and otherwise, and for commercial or non-commercial purposes and purposes of trade, and (v) to license and assign its rights to any other person or company.
 
   The Producer shall have the right to use and authorize others to use the name, voice and likeness of the Director, and all material furnished by Director and all results and proceeds of the Directors services hereunder, to advertise and publicize the Picture, including but not limited to the right to use and authorize others to use the same in the credits of the Picture, in trailers, in commercial tie-ups, and in all other forms and media of advertising and publicity.
 
   Director agrees to execute such assignments or other instruments as Producer may from time-to-time deem necessary or desirable to evidence, establish, maintain, protect, enforce or defend its right, title and interest in or to any such material and the results and proceeds of Directors services hereunder. Director hereby appoints Producer the true and lawful attorney-in-fact of Director irrevocably to execute, verify, acknowledge and deliver any and all such instruments or documents which Director shall fail or refuse to execute, verify, acknowledge or deliver.
 
   Without in any way limiting any of the other provisions hereof, Producer shall have the absolute and unlimited right for all uses of the material and the results and proceeds of Directors services hereunder, or produced or distributed hereunder, to make such changes, variations, revisions, modifications, alterations, adaptations, arrangements, additions, deletions in and/or to the characters, plot, dialogue, scenes, incidents, situations, action, language and themes thereof, and the music and lyrics, if any, thereof, in whole or in part, and to add to and/or include in any of same such language, speech, songs, music, lyrics, dancing, choreography, sound, action, situation, scenes, plot, dialogue, incidents and characters as Producer, in its uncontrolled discretion may deem advisable, it being the intention hereof that Producer shall have the absolute and unlimited right to use said material and results and proceeds of Director Services hereunder, and each and every part thereof in any manner or may in its uncontrolled discretion deem advisable, without in any way being accountable or liable to Director for any use it may make of the material and results and proceeds of Director Services hereunder, or any part thereof, for any permitted purposes. Director hereby waives the benefits of any provision of law known as the “droit moral” or any similar laws and Director agrees not to institute, support, maintain, or permit any action or lawsuit on the ground that any use made by Producer, its assignees or licensees, or under the authority of any of them, in any way constitutes an infringement of any of Directors “droit moral” or is in any way, without limitation, a defamation or mutilation of said material, and results and proceeds of Director Services hereunder, or any part thereof, or contains unauthorized variations, alterations, modifications, changes or translations.
 
   All rights of the Producer hereunder are perpetual, exclusive and freely assignable, and vest in the Producer whether the Directors employment expires in normal course or is otherwise terminated.
 
12. CREDIT:
 
   The Main Agreement is subject to the provisions of this Article 12, unless specifically provided to the contrary therein or unless and to the extent that the following provisions are inconsistent with the Basic Agreement.
 
   The Producer shall be obligated to give credit to the Director only if a substantial part of the results and proceeds of the Directors services are retained in the Picture as generally released. No casual or inadvertent failure by the Producer to comply with the provisions of the Main Agreement shall constitute a breach of this Agreement.
 
   If the Main Agreement provides for credit in paid advertising and/or publicity, then notwithstanding such provision the Producer shall not be obligated to give the Director credit in any of the following: (i) teaser advertising or publicity, (ii) group, list or institutional advertising or publicity, (iii) advertising of eight column inches or less, or its equivalent in the SAU (Standard Advertising Units) system of measurement, (iv) commercial tie-ups, (v) trailers or other advertising on the screen, and (vi) radio or television advertising or publicity.
 
   If the Main Agreement provides for credit in paid advertising and if the size of type of such credit is based upon the size of type used for the title of the Picture and/or the name(s) of the star(s), then in the event the title and/or the name(s) of the star(s) are used more than once in a so-called “regular” use and a so-called “artwork” use, the references in the Main Agreement to the size of type shall be to the “regular” use as distinguished from the “artwork” use.
 
   Any provision of the Main Agreement relating to the size of type, position or other manner in which the Directors name shall appear shall not apply as to any advertising or publicity written in narrative form.
 
   No casual or inadvertent failure by Producer to comply with the provisions of the Main Agreement or this Article 12, shall constitute a breach of this Agreement. The rights and remedies of Director, in the event of a failure or omission by Producer constituting a breach, shall be limited to Directors rights, if any, to recover damages at law, but in no event shall Director be entitled by reasons of any such breach to terminate this Agreement or to enjoin or restrain the distribution or exhibition of the Picture.
 
13. PRODUCERS PUBLICITY:
 
   Director hereby grants to Producer the irrevocable and perpetual right to use and authorize others to use Directors name, photograph, likeness, voice, facsimile signature and biographical material for advertising and purposes of trade, and as news or informative matter, in connection with the material delivered and services performed hereunder and the exercise of all rights therein and all dealings therewith, and in connection with the exercise of any rights granted by Director hereunder, and in connection with publicity and institutional advertising of Producer and any other parties who may be involved in the production, exploitation, exhibition or use of the material, or any rights therein, and all commercial and promotional tie-ins in connection with any of the foregoing, but in no event shall Producer authorize any direct endorsement by Director of any product or service whatsoever without Directors prior written consent.
 
14. OTHER PUBLICITY:
 
   Director agrees that, except as merely incidental to Directors personal publicity endeavors, Director shall not issue or authorize or permit the issuance of any advertising or publicity of any kind or nature relating to this Agreement, Producer, the material delivered by Director and results and proceeds of Directors services hereunder, any exercise of any rights therein, or any versions or productions based in whole or in part thereon, without the express prior written consent of Producer in each case.
 
15. REPRESENTATIONS AND WARRANTIES:
 
   Director represents and warrants that:
 
   Director is free to enter into and fully perform this Agreement, and that Director has full authority to grant the rights herein granted and that Director has not conveyed, granted, mortgaged, encumbered or otherwise disposed of, to or in favor of any other person, firm or corporation the rights so granted;
 
   Director will not do and has not done any act or thing, by grant or otherwise, impairing the rights herein conveyed or that can prevent, or in any manner interfere with the full enjoyment by Producer of the rights granted to Producer hereunder;
 
   All material to be created, written and furnished hereunder by Director and all results and proceeds of Directors services hereunder shall be new and original with Director and Director will be the sole creator thereof;
 
   No incident contained in the material to be created and furnished hereunder by Director and all results and proceeds of Directors services hereunder, and no part thereof, will be taken from or based upon any other literary material, or any dramatic work, or any motion picture, or any writing, or shall in anyway infringe upon the trademark, copyright or the literary, dramatic or motion picture rights, or any other rights of any person, entity, whatsoever; and
 
   The reproduction and exhibition of such material and results and proceeds in photoplays, either with or without the reproduction in synchronism with such exhibition of recorded language, speech, songs, dance and other sounds, and the exercise of the rights herein granted to Producer, or any of them, will not in any way, directly or indirectly, infringe upon any rights of any person, or entity whatsoever.
 
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16. INDEMNIFICATION:
 
   Director agrees to defend, indemnify, make good, save and hold harmless Producer, its successors, assigns and licensees, and the officers, agents, directors and employees of Producer and all such parties, from and against any and all losses, damages, claims, costs, charges, reasonable legal fees, recoveries, actions, judgments, penalties, expenses and/or other losses whatsoever which may be obtained against, imposed upon or suffered by Producer or any of them by reason of or relating to the breach or alleged breach of any warranty, covenant, agreement and/or representation herein made by Director. Producer may at its election, assume the defense of any such claim or action which names or otherwise affects Producer.
 
   With respect to the warranties and indemnifications set forth above, it is agreed that upon the presentation of any claim or the institution of any action involving a breach of warranty, or the institution of any action involving a breach of warranty, Director will promptly notify Producer in regard thereof. Producer agrees that the pendency of any such claim or action shall not relieve Producer of its obligation to pay Director any monies due hereunder and Producer shall not have the right to withhold such monies until Producer has sustained a loss or suffered an adverse judgment or decree by reason of such claim or action.
 
17. FORCE MAJEURE:
 
   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 Producers control, Producer is prevented from or hampered in the production, or if, Producers production is postponed or suspended for any reason, or if, by reason of any of the aforesaid contingencies or any other cause or occurrence not within Producers control (“Producer Disability”), then Producer may postpone the commencement of or suspend the rendition of services by Director and the running of time hereunder for such time as the Producer Disability shall continue. Such suspension shall end upon the cessation of the cause thereof.
 
   Termination: (i) if a Producer Disability continues for a period in excess of five (5) weeks, Producer shall have the right to terminate this Agreement upon written notice thereof to Director; (ii) if a Producer Disability results in the payment of compensation being suspended hereunder for a period in excess of five (5) weeks, Director shall have the right to terminate this Agreement upon written notice thereof to Producer except where Producer Disability is caused by a strike of the Guild or any other union or guild of which Director is a member; and (iii) despite Directors election to terminate this Agreement, within five (5) business days after Producers actual receipt of such written notice from Director, Producer shall have the right to elect to reestablish the operation of this Agreement by giving written notice to Director.
 
 
 
18. INCAPACITY OF DIRECTOR:
 
   If, by reason of mental or physical disability, Director shall be incapacitated from performing or complying with any of the terms or conditions of this Agreement (“Directors Incapacity”) for a consecutive period in excess of three (3) days or an aggregate period in excess of five (5) days during the performance of Directors services, then:
 
   Producer shall have the right to suspend the rendition of services by Director and the running of time hereunder so long as Directors Incapacity shall continue;
 
   Producer shall have the right to terminate this Agreement and all of Producers obligations and liabilities hereunder upon written notice thereof to Director; and/or,
 
   If any claim of mental or physical disability of Director is made by Director or in Directors behalf, Producer shall have the right to have Director examined by such physicians as Producer may designate.
 
19. FAILURE TO PERFORM:
 
   If Director fails or refuses to render services as herein provided for within the respective periods herein specified, or if Director otherwise fails or refuses to perform or comply with any of the terms or conditions hereof (“Directors Default”), then:
 
   Producer shall have the right to suspend the rendition of services by Director and the running of time hereunder so long as Directors Default shall continue; and
 
   Producer shall have the right to terminate this Agreement and all of Producers obligations and liabilities hereunder upon written notice thereof to Director, and Director shall thereupon be obligated to repay and shall repay to Producer, within five (5) business days of receipt of such notice, the gross amount of all sums which have previously been paid to Director under the provisions of this Agreement.
 
   Any refusal or statement by Director, personally or through Directors agent, that Director will refuse to keep or perform Directors obligations and/or agreements hereunder shall constitute a failure to keep and perform such obligations and/or agreements from the date of such refusal or indication of refusal and shall be a Directors Default hereunder.
 
20. TERMINATION RIGHTS:
 
   Termination of this Agreement, whether by lapse of time, mutual consent, operation of law, exercise of a right of termination or otherwise, shall:
 
   Terminate Producers obligation to pay Director any further compensation.
 
   Nevertheless, if the termination is not for Directors Default, Producer shall pay Director any compensation due and unpaid prior to the termination.
 
21. SUSPENSION RIGHTS:
 
   No compensation shall accrue or become payable to Director during the period of any suspension. During any period of suspension hereunder, Director shall not render services for any party other than Producer. Producer 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. If Producer shall have paid compensation to Director during any period of Directors Incapacity or Directors Default, then Producer 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 Producer shall have paid compensation to Director during such Directors Incapacity of Directors Default.
 
   Any Directors Incapacity or Directors Default shall be deemed to continue until Producers 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 Producer shall not preclude Producer from exercising any rights or remedies Producer may have hereunder or at law or in equity by reason of Directors Incapacity or Directors Default.
 
22. RIGHTS/REMEDIES:
 
   The rights herein granted to Producer are irrevocable and without right of rescission by Director or reversion to Director under any circumstances whatsoever. The expiration or termination of this Agreement on whatever grounds and by whomsoever effected shall not affect or impair the exclusive ownership by Producer of any results, proceeds or benefits of services theretofore rendered hereunder. In connection with the foregoing, it is expressly understood and agreed, and Director hereby expressly confirms that in the event Producer terminates or cancels (or purports to terminate or cancel) this Agreement or any other agreement entered into by and between Producer and Director concurrently herewith, or as part of the same transaction (and even if such cancellation or termination is ultimately determined by a court to have been without proper or legal cause, or if it be ultimately determined by such court that Producer committed any material breach of any such agreement), the damage (if any) caused Director by Producer thereby is not irreparable or sufficient to entitle Director to seek injunctive or other equitable relief. Consequently, Directors rights and remedies in any such event shall be strictly limited to Directors right and remedy, otherwise available, to recover damages, and Director shall not have the right to rescind this Agreement or any such other agreement, or any of Producers rights hereunder or thereunder, with respect to any such results, proceeds or benefits of Directors services.
 
 
 
 
23. NO PARTNERSHIP:
 
   Nothing herein contained shall be construed to create a partnership or joint venture between the parties or to make either party the agent of the other. Neither party shall be or become liable or bound by any representation, act, omission or agreement whatsoever of the other which may be contrary to the provisions of this Agreement.
 
24. ASSIGNMENT:
 
   Producer may assign this Agreement and/or any or all of its rights hereunder, and/or delegate any or all of its duties hereunder, at any time and from time-to-time, to any person, firm or corporation, but Producer shall not be relieved of its obligations hereunder by reason of any such assignment and/or delegation unless the assignee and/or delegate assumes in writing all of Producers obligations to Director then remaining to be performed. This Agreement shall inure to the benefit of Producer, its successors and assigns. This Agreement shall be personal and non-assignable as to Director.
 
25. INJUNCTIVE RELIEF:
 
   It is mutually acknowledged that the services to be performed and the rights granted by Director are of a special, unique, extraordinary, and intellectual character giving them a peculiar value, the loss of which cannot be reasonably or adequately compensated for in damages in an action at law, and breach by Director of any provision hereof will cause Producer irreparable injury and damage. Producer shall be entitled, as a matter of right, without further notice, to injunctive and other equitable relief to prevent the violation of any provision hereof by Director, in addition to any and all other rights and remedies which Producer may have to damages or otherwise.
 
26. NOTICES:
 
   All notices and statements which either party shall be required or shall desire to give to the other party shall be given in one of the following ways: by personal delivery or telecopier; by deposit, registered or certified mail, return receipt requested, postage prepaid, in the United States mail; by delivery, toll prepaid, to a cable company; or by deposit with Federal Express or other comparable overnight courier.
 
   If so delivered, mailed, telegraphed or cabled, each such notice, statement or other document shall be conclusively deemed to have been given when personally delivered, or on the day of telecopying or delivery to the telegraph or cable company, or on the first day following deposit with the overnight carrier, or on the third day after mailing, as the case may be. The addresses of the parties shall be those of which the other party actually receives written notice and, until further notice, are those addresses set forth at the beginning of this Agreement.
 
 
 
27. WAIVER:
 
   No waiver by either of the parties hereto of any failure by the other party to keep or perform any covenants or conditions of this Agreement shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other covenant or condition of this Agreement. Each and all of the several rights and remedies provided for in this Agreement shall be construed as being cumulative and no one of them shall be deemed to be exclusive of the others or of any right or remedy allowed by law.
 
28. GOVERNING LAW:
 
   This Agreement shall be construed and enforced in accordance with the laws and procedures of the State of _________________, and this transaction is made in _________________, _________________.
 
29. CONFLICT:
 
   Notwithstanding anything to the contrary contained herein, in the event of any conflict between the terms and provisions of these Additional Terms and Conditions and the Main Agreement to which they are attached, the terms and provisions of the Main Agreement shall prevail.
 
30. FCC:
 
   Director understands that it is a Federal offense, unless disclosed to Producer or to the network (and/or stations) broadcasting the material prior to broadcast, to: (i) give or agree to give any member of the production staff, anyone associated in any manner with the material or any representative of the network and/or stations broadcasting the material, any portion of Directors compensation or anything else of value for arranging Directors engagement to prepare the material; and/or (ii) accept or agree to accept anything of value, other than Directors regular compensation for services on or in connection with the material, to promote any product, services or venture on the air, or to use any prepared material containing such a promotion where Director knows that the Director or supplier of such material received a consideration for it. Director understands further that the policy of the Producer and the network and/or stations broadcasting the material prohibits such conduct with or without disclosure and any violation shall be a material breach and cause for dismissal and termination. Director affirms and represents that neither Director nor anyone acting in Directors behalf has made or will make any such arrangements.
 
31. ENTIRE AGREEMENT:
 
   This Agreement expresses the entire understanding of the parties hereto and replaces any and all former agreements, understandings, representations or warranties relating to Directors employment hereunder and contains all of the terms, conditions, understandings, representations, warranties and promises of the parties hereto in connection with such employment. No modification, alteration or amendment of this Agreement shall be valid or binding unless in writing and signed by the party to be charged with such modification, alteration or amendment. No officer, employee or representative of Producer has any authority to make any representation, warranty or promise not contained in this Agreement, and Director acknowledges that Director has not executed this Agreement in reliance upon any promise, representation or warranty not expressly set forth in this Agreement. No waiver of any term or condition of this Agreement shall be construed as a waiver of any other term or condition; nor shall exercise of any option hereunder be deemed a waiver of any preceding default. Headings or titles of paragraphs herein are for convenience only and shall not in any way affect the construction or interpretation thereof.
 
 
Exhibit “B
 
INDUCEMENT LETTER
 
 
 
Date:   _________________
 
 
_________________
_________________
 
   Re: “_________________
 
Dear Sirs/Mesdames:
 
   Reference is made to the agreement (herein the “Agreement”) dated concurrently herewith between _________________ (herein the “Producer”) and _________________ (herein the “Lender”) for my services in the above-referenced motion picture.
 
   As an inducement to you to enter into the Agreement and as a material part of the consideration moving to you for so doing, I hereby represent, warrant and agree as follows:
 
   1. That I have entered into an agreement (“Directors Employment Agreement”) with the Lender covering the rendition of my services for the Lender, and that the Lender has the right and authority to enter into the Agreement and to furnish to you my services upon the terms and conditions therein specified.
 
   2. I am familiar with each and all of the terms, covenants and conditions of the Agreement and hereby consent to the execution thereof; that I will be bound by and will duly observe, perform and comply with each and all of the terms, covenants and conditions of the Agreement on my part to be performed and complied with, even if the Directors Employment Agreement should hereafter expire, be terminated (whether by the Lender or myself) or suspended; that I shall render to you all of the services which are to be rendered by me pursuant to the Agreement even if the Lender shall be dissolved or should otherwise cease to exist; and that I hereby confirm that there have been granted to the Lender all of the rights granted by the Lender to you under the Agreement.
 
   3. That I am under no obligation or disability by law or otherwise which would prevent or restrict me from performing and complying with all of the terms, covenants and conditions of the Agreement to be performed or complied with by me.
 
   4. That I will look solely to the Lender or its associated or subsidiary companies and not to you for all compensation and other remuneration for any and all services and rights which I may render and grant to you under the Agreement.
   5. That you shall be entitled to equitable relief against me by injunction or otherwise to restrain, enjoin and/or prevent the violation or breach by me of any obligation of mine to be performed as provided in the Agreement, and/or the violation or breach by me of any obligations or agreements under this present instrument. You shall have all rights and remedies against me which you would have if I were your direct employee under the Agreement and you shall not be required to first resort to or exhaust any rights or remedies which you may have against the Lender before exercising your rights and remedies against me.
 
   6. That I will indemnify and hold you, your employees, officers and assigns harmless from and against any and all taxes which you may have to pay and any and all liabilities (including judgments, penalties, interest, damages, costs and expenses including reasonable attorneys fees, whether or not litigation is actually commenced) which may be obtained against, imposed or suffered by you or which you may incur by reason of your failure to deduct and withhold from the compensation payable under the Agreement any amounts required or permitted to be deducted and withheld from the compensation of an employee under the provisions of the Federal and _________________ Income Tax acts, the Federal Social Security Act, the _________________ Unemployment Insurance Act and/or any amendments thereof and/or any other statutes or regulations heretofore or hereafter enacted requiring the withholding of any amount from the compensation of an employee.
 
   7. That I will not amend or modify the Directors Employment Agreement with the Lender in any particular manner that would prevent or interfere with the performance of my services for you or the use and ownership of the results and proceeds thereof, pursuant to the Agreement.
 
 
 
_____________________________
_________________, Director
Exhibit “C
 
“LOW COST” SIDE LETTER
 
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