Film Distribution Agreement
THIS DISTRIBUTION AGREEMENT, WHEN ACKNOWLEDGED ACCEPTED BY YOU AFTER YOU CLICK “I AGREE,” ON OUR SUBMISSION FORM WILL CREATE A BINDING AND LEGALLY ENFORCEABLE CONTRACT BETWEEN YOU (AS “PRODUCER” OF THE CONTENT IN QUESTION) AND US (AS “IFD”), WHETHER YOU ARE ACTING IN YOUR INDIVIDUAL CAPACITY OR AS THE AUTHORIZED REPRESENTATIVE FOR A FILMMAKER, STUDIO, GROUP OR CORPORATION, IN WHICH CASE “YOU” SHALL REFER TO THE FILMMAKER, STUDIO, GROUP OR CORPORATION ON WHOSE BEHALF YOU ARE ACTING AND AUTHORIZED TO ACT. THEREFORE, PLEASE READ THIS AGREEMENT CAREFULLY AND CONSULT WITH YOUR OWN BUSINESS AND LEGAL ADVISERS BEFORE CLICKING “I AGREE.” THE “EFFECTIVE DATE” OF THIS AGREEMENT IS THE DATE ON WHICH YOU CLICK THE “I AGREE” BUTTON ON THE SUBMISSION PAGE.
This agreement (the “Agreement”) entered into as of the date of this Submission (the “Effective Date”) between YOU (the “Producer”) and Independent Film Database, Indie Film Database, Independent Film Festival, Indie Film Festival, (collectively, “IFD”) sets forth the terms of Producerʼs participation on the IFD website as Producerʼs agent in connection with the licensing, distribution, and promotion of the motion picture content (in whole or in part) submitted herein (the “Film”) in digital media form, as follows:
Producer hereby appoints IFD to act as Producerʼs non-exclusive agent in connection with (i) the internet distribution and other exploitation of the Film, in digital media form within the confines of the IFD website and for the Term, and (ii) the advertising and promotion of the Film (the “Advertising Rights”) in all media now known or hereafter devised (to the extent such advertising and promotion reasonably relates to the exploitation of the Film in digital media form within the confines of the IFD website). As Producerʼs agent and on Producer’s behalf, IFD has the right to charge and collect a pay per view price, selected by Producer within a price range approved by IFD, for the digital streaming of the Film in digital media form to registered users of the website (the “Pay Per View Agreement”), and for the Advertising Rights, on terms that IFD deems reasonable in its sole discretion.
IFD agrees to use good faith efforts to generate exposure for the Film and to maximize revenue from the licensing, distribution and other exploitation of the Film in digital media form, however, IFD makes no representations or warranties with respect to its ability to obtain any Distribution Agreements or to generate any minimum amount of revenue from any source.
The initial term shall be five (5) years from the Effective Date with the option for Producer to renew the term for successive five (5) year extensions. IFD reserves the right to terminate a Film’s term for reasons in IFD’s sole discretion violate any of the terms of this agreement, or any of the website’s Terms of Service, or any violation of law, or for any reasonable suspicion that Producer does not own the rights to the Film. In which case, the non-refundable Film Submission fee will not be refunded to Producer. Producer has the right to terminate a Film’s term for any reason. However, no refunds will be given to Producer of the non-refundable Film Submission fee. Any decision not to extend the Term shall be effective prospectively and shall not affect Agreements entered into by Producer and IFD, including without limitation IFDʼs right to receive its share of Gross Receipts generated from past Pay Per View revenues on the Film, and any other revenue stream generated from the efforts and Advertising of IFD.
Forty Percent (40%) of Net Receipts from Pay Per View Receipts.
Ten Percent (10%) of Net Receipts of any other revenue stream generated from the efforts and advertising of IFD.
IFD shall pay to Producer Sixty Percent (60%) of Net Receipts, as set forth below.
As used herein, “Gross Receipts” shall mean all non-refundable sums actually received by IFD from the licensing, distribution and exploitation of the Film primarily, but not limited to, from Pay Per View revenues.
As used herein, “Net Receipts” means “Gross Receipts” less deductions for the following: (i) Paypal and any other transaction Fees; (ii) if/when applicable, and as approved by Producer, actual, verifiable, third-party expenses incurred by IFD in connection with the marketing, promotion, distribution, or other exploitation of the Film, including without limitation encoding and delivery expenses; (iii) if/when applicable, and as approved by Producer, actual, verifiable, third-party collection and/or audit costs incurred by IFD in connection with review of third party licensees of the Film; and (iv) any taxes, duties or other amounts payable by law in connection with the distribution of the Film.
“Digital Media” means all electronic and digital processes through which the Film may be delivered for viewing, whether now known or hereafter devised, including without limitation as follows: (i) through all forms of Connected Television, Internet streaming, digital download, and electronic sell through; (ii) through all forms of video-on-demand, including without limitation via cable, satellite, Internet, ʻclosed-IPʼ networks, IPTV, telco services, and wireless; (iii) through so called “disc on demand,” “manufacture on demand,” and similar fulfillment services; (iv) to mobile and handheld devices whether through wireless telephony and data networks or otherwise; (v) to hotels, educational institutions, libraries, and airlines and ships registered in and/or flying the flag of any country in the Territory.
Accounting, Reporting and Payment
IFD will deliver to Producer viewer data (number of views) and accounting statements on a quarterly basis, accompanied by payment of Net Receipts (if any), no later than ninety (90) days following the end of any calendar quarter in which Gross Receipts are received by IFD in connection with the Film (the “Reporting Period”). All statements submitted to Producer shall include, at a minimum, viewer data, transactional data and revenues generated by the Film by each individual revenue stream (as reported to IFD by each such licensee, or data source). Minimum payout (“Payouts”) for Net Receipts is $50.00 USD, otherwise payout may be withheld, at IFD’s discretion, until the next calendar quarter in which a minimum payout threshold is reached. Payouts may be made via paper check sent to Producer’s address on file, or PayPal, at Producer’s discretion. (Paypal money transfer fees, payable by Producer, may apply for Producer to receive a payout via Paypal. Payouts via paper check require a $2.00 deduction for mailing fee.)
Residuals & Third Party Participations
Producer will be solely responsible for any and all residual and other additional or supplemental payments payable to any union, guild or other entity (e.g., SAG, DGA, WGA, IATSE, AFM) required to be made by reason of the licensing, distribution, or other exploitation of the Film and the Advertising Rights as set forth herein. Producer will be responsible for paying all third party participations granted by Producer in connection with the Film.
Producer shall deliver to IFD all of the required items set forth in IFD FILM SUBMISSION REQUIREMENTS (the “Essential Materials”). All necessary clearance, preparation, and delivery to IFD of all Essential Materials shall be at Producerʼs sole cost and expense. Producer acknowledges and agrees that Producerʼs failure to timely deliver Essential Materials may prevent IFD from making the Film available for distribution, and any delayed performance or non-performance by IFD arising from Producerʼs failure to meet its delivery obligations shall not be a breach hereof.
In submitting Film to IFD, Producer has also acknowledged the attached IFD’s “Producer Certification” together with this Agreement. The Producer Certification and the Essential Materials together shall be referred to herein as the “Paper Work.” In addition, if requested by IFD, Producer will deliver to IFD any of these legal documents, as provided by IFD, signed by Producer in hard copy format, no later than thirty (30) days following IFDʼs request.
IFD will not edit, and will not permit third parties to edit the Film except for the following purposes: (i) to prepare closed captioned, subtitled and/or dubbed versions the Film; (ii) to avoid legal liability or conform the Film to applicable laws, standards and practices; (iii) to present the Film in serial form without altering its linear form; (iv) to compress the Film and/or the credits as required by any third party licensee in connection with time limitations in a manner then customary in the motion picture industry; and (v) to create advertising and publicity materials for the Film.
Other than as required by law, governmental authority, or to enforce its rights hereunder, neither party will, without the express written consent of the other party, disclose the terms of this Agreement or any other business information shared by the other party which should reasonably be understood to be confidential, except to its attorneys, agents, accountants, investors, lenders, or directors on a “need-to-know” basis, provided that such persons are similarly required to keep such information confidential.
No waiver by either party of any provision of this Agreement or of any breach or default by the other party shall constitute a continuing waiver, and no waiver shall be effective unless made in a signed writing.
Either party may assign any or all of its rights and/or obligations pursuant to this Agreement in the event that (i) it acquires or merges with another corporation or entity; (ii) all or substantially all of its assets are acquired by a third party; or (iii) it is involved in a consolidation, reorganization or similar transaction.
Representations & Warranties
Each of the parties represents and warrants the following: (i) that it is a duly organized, validly existing corporation or other legally recognized business organization in good standing under the laws of its jurisdiction of incorporation or formation, and (ii) that it has the full legal right, power, and authority to execute this Agreement and to perform its obligations hereunder, and the consent of no other person or entity is necessary in connection with the foregoing. Producer further represents and warrants that it has obtained all rights and clearances necessary to exploit the Film and all elements contained therein and that Producer has not entered into and will not enter into any agreement in conflict with IFD’s rights hereunder. Producer further agrees to comply with the Website Terms and Conditions as set forth in the Terms and Conditions document provided on the IFD Website, and incorporated by reference herein.
Producer shall maintain a standard producerʼs and distributorʼs errors and omissions liability insurance policy in connection with the Film, in the minimum amounts equivalent to one million dollars ($1,000,000) per occurrence and three million dollars ($3,000,000) in the aggregate, with a deductible of not more than ten thousand dollars ($10,000). Such policy shall remain in effect for a period of five (5) years from the Effective Date. Upon request, Producer shall deliver to IFD a certificate of insurance evidencing the foregoing.
Each party agrees to defend, indemnify and hold harmless the other from any claim, action, judgment or liability of any kind arising out of or in connection with any breach or alleged breach of any representation, warranty or agreement made by either party in this Agreement.
Producer’s Contact Information has been submitted with this form.
Indie Film Database, 451 W 700 South, Payson, UT 84651
By acknowledging this Agreement on the Submission page, both Producer and IFD agree to the terms set forth above.