PRODUCERAGREEMENT

 

1.           ENGAGEMENT: Company hereby engages the services of Producer upon the terms and conditions set forth herein to render producing services in connection with the feature-length theatrical motion picture tentatively entitled “Buzz Kill” (the “Picture”).

2.           ABANDONMENT: Company may (at its sole discretion) abandon the Picture at any time without further obligation to Producer other than payment of any compensation then accrued and earned by Producer pursuant to Paragraph 4.1 below.

 

3.           SERVICES

 

3.1           Preparatory Services: Commencing on the date hereof, Producer agrees to provide its services in connection with the preparation of the Picture. Producer's preparatory services shall include, without limitation, scouting and securing locations, preparing boards and budgets, assisting with casting, organizing the selection and hiring of crew members (subject to Company’s mutual approval), and such other services as are required by Company in connection with the preparation of the Picture.

4.1           Compensation for Production Services: An amount equal to five percent (5%) of the actualized budget for the Picture, which shall be paid as follows: fifty percent (50%) upon "wrapping" of the Picture; and fifty percent (50%) upon delivery of the Picture. In the event the Company does not have the funds to pay Producer in accordance with the foregoing sentence, any amounts owed Producer shall be paid to Producer as Deferral to due and payable in accordance with the Definition and Application of Proceeds to be attached herein as Exhibit "B".

The foregoing compensation is an all-inclusive flat fees and no additional compensation shall be payable by reason of added days, re-shoots, overtime, weekend work, holidays, etc.

4.2           Deferral: A deferral (a "Deferral") in the amount of One Hundred Fifty Thousand Dollars ($150,000) which shall be due and payable in accordance with the Definition and Application of Proceeds to be attached hereto: as Exhibit "B".

5.           TRAVEL EXPENSES: If Company requires Producer to render services in connection with the Picture at an overnight location more than fifty (50) miles from such person’s principal residence, Company shall: (i) furnish, or reimburse the Producer for the cost of (at Company’s election), one (1) round trip transportation, by air if appropriate, in the class no less favorable than for director or any other producer, between such residence (or from wherever Producer then may be, if closer) and where such services arc required; (ii) reasonable accommodations (room and tax only); (iii) exclusive ground transportation; and (iv) a per diem allowance (which allowance shall be inclusive of all of Producer’s living and other expenses) in an amount which shall be determined in Company's good faith discretion but which in no event shall be less favorable than the per diem allowance payable to any individual in connection with the Picture.

 

 

 

(b)           A production credit in substantially the following form: “[TBD] Production” (i) on screen, on a single card, immediately following the Presentation/In association credit(s) and immediately preceding the "film by" credit, if any, accorded the writer/director of the Picture in the main titles of the Picture; (ii) in all paid advertising whenever the full billing block of credits appear (subject to the customary exclusions); and (iii) Producer’s “static logo" shall appear in the billing box for the Picture.

(c)           Except as provided herein, all aspects of the above credits to be accorded Producer shall be in the Company's sole discretion. No casual or inadvertent failure of the Company to comply with the provisions of this Agreement regarding credit, and no failure of any third party to comply with such obligations, shall constitute a breach of this Agreement by the Company, however, Company shall use good faith efforts to contractually obligate third parties, including, without limitation, the distributor(s) of the Picture, to comply with the provisions contained in this paragraph. Upon receipt of written notice from Producer of any failure by the Company to comply with any applicable credit provisions, the Company shall use good faith efforts to cure prospectively or to cause a prospective cure of any such failure. In no event shall the Company be liable or responsible for any acts or omissions with respect to credits by any independent exhibitor, non-subsidiary distributor or sub-distributor, newspaper, magazine, television station, record company or any other independent person, firm or entity, provided, however, that upon receipt of written notice from Producer the Company shall use good faith efforts to cause any of the foregoing to cure prospectively any such failure to comply.

7. NOTICES AND PAYMENTS: All notices and payments required hereunder shall be in writing and shall be given either by personal delivery, facsimile (with reasonable confirmation of delivery), telegram or telex (toll prepaid) or by registered or certified mail (postage prepaid), and shall be deemed given hereunder on the date delivered, telefaxed, telegraphed or telexed or a date forty eight (48) hours after the date mailed if posted to an address within the country of posting and five (5) days if otherwise. Until further notice, the addresses of the parties shall be as follows:

 

8.           PREMIERES/FESTIVALS: Upon condition that Producer performs all material services and obligations required to be performed by Producer hereunder, and provided that Producer is not in material default hereunder, Company shall invite Producer and one (1) guest to attend all celebrity premieres, and all major film festivals, if any, of the Picture or at which the Picture is screened. In the event such premiere(s) or festival(s) is more than fifty (50) miles from Producer’s then current place of residence, Company shall use reasonable good faith efforts to require the distributor of the Picture to provide Producer with the following: (i) two (2) round-trip, first-class air transportation, if available and if used; (ii) first-class hotel accommodations (room and tax only); (iii) exclusive ground transportation; and (iv) reasonable expenses incurred in connection with or arising from the attendance of Producer at any such premiere or festival. Notwithstanding the foregoing, in the event that the Company provides transportation, accommodation or a per diem for any other person to attend any of the foregoing, Company shall provide the same to Producer on terms no less favorable than those provided to any other person.

9.           DVD COPY FOR PRIVATE USE: Upon condition that Producer shall substantially perform all of the material services and obligations required to be performed by Producer hereunder and that Producer is not in material default hereunder. Company shall furnish Producer (for Producers private, non-commercial use) with one (1) DVD copy of the Picture, when the same is manufactured and generally commercially available.

10.           APPROVALS: Producer and Company acknowledge and agree that Producer and Company shall have all mutual approval over all aspect of production, including, without limitation, with respect to the key creative elements, key crew, the budget, editing and the distribution/theatrical release of the Picture.

11.           STANDARD TERMS AND CONDITIONS: All other terms and conditions of Lender’s and Producers engagement hereunder are set forth in the Standard Terms and Conditions attached hereto as Exhibit "A," which Standard Terms and Conditions are by this reference incorporated herein and made a part of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and

year first above written.

                                                                             BUZZ KILL, INC.: