Appendix H
Sample Writer Step Deal Agreement

[Writer Step Deal]
[Address]

As of [Date]

[Writer’s Name]
[Address]

Re: “[Title of Picture]”—Story Outline, First Draft Screenplay, Second Draft Screenplay and a Polish

Dear [Writer’s Name]:

This will confirm the terms and conditions pursuant to which [Engaging Entity] (“Company”) engages [Writer’s Name] (“you” or equivalent) to perform certain writing services in connection with a proposed theatrical motion picture (the “Production”). As a condition precedent to this engagement, you shall sign and deliver to Company executed copies of this agreement (“Agreement”). Company shall have no obligation to you unless or until you do so.

1. Services/Delivery of Work: Company hereby engages you to write, on a “pay or play” basis, a story outline for the Screenplay (“Outline”), a complete first draft Screenplay (“First Draft Screenplay”), a second draft Screenplay (a “Revision”) and one polish (“Polish”) thereof (and collectively, the “Work”) incorporating therein Company’s notes, instructions, and directions for modifications to such Work. The Work will be based upon an original idea by [Name]. Such writing services shall be rendered in accordance with Company’s reasonable directions and requests as well as Company’s rules and regulations of which you are notified, in writing, in advance. The Work will be written and delivered to Company upon reasonable dates as set forth below.

   The dates designated by Company for Delivery hereunder are as follows:

   • (a) Commencement of Services: Upon execution hereof.
   • (b) Delivery of Outline: On or before [Date].
   • (c) Delivery of First Draft Screenplay: Eight (8) weeks from the date of Company’s approval of the Outline.
   • (d) Delivery of Revision: Three (3) weeks from commencement of services for same and receipt of any notes and instructions of Company with respect to same.
   • (e) Delivery of Polish: Two (2) weeks from commencement of services for same and receipt of any notes and instructions of Company with respect to same.
   Each stage of the Work shall be delivered to Company’s U.S. Agent, [Address], Attention [Agent Name], on or before the designated delivery date specified above for such stage (time being of the essence). [Agent Name] is Company’s sole designated representative in connection with your services hereunder and is the sole Company representative empowered to give you instructions and notes on behalf of Company in connection with your services and the Work. To constitute complete “Delivery” hereunder, the First Draft Screenplay, Revision and the Polish shall be delivered as aforesaid and shall each be: (i) complete and final in all respects, with a beginning, middle and end; (ii) of first class quality suitable for a first class television production; and (iii) delivered to Company in customary Screenplay script format with an accompanying computer disc containing the text of the particular stage of the Work in a customary word processing format.
2. Results and Proceeds: The results and proceeds of your services hereunder, including, without limitation, the Work, shall be rendered on a work-for-hire basis and Company shall be the author and sole owner of the Work for all purposes, whatsoever, including, without limitation, copyright. Without limitation, Company and Company’s assigns and licensees may exploit the Work in any and all media, whether now known or hereafter devised or improved, perpetually, and throughout the Universe without obligation to you or to any third party whomsoever, except Company shall perform the express obligations required by Company hereunder. All of Company’s rights hereunder are irrevocable and your rights in the event of any breach hereof by Company shall be limited to an action at law for damages. In no event will you have the right to rescind this Agreement or to enjoin or interfere with the Work, the Production, any and all derivative works based upon any of the foregoing and any and all publicity, advertising and exploitation thereof. You assign to Company, in perpetuity, all rights in the Work not otherwise vested in Company (if any) including, without limitation, any and all rental and lending rights under national laws (whether implemented pursuant to the E.C. Rental and Lending Rights Directive or otherwise) which you now or hereafter become entitled to with respect to the Work and/or Production and you further agree that a portion of the “Guaranteed Compensation” hereunder is full and complete consideration for the assignment of said rights, including, without limitation, such Rental and Lending rights and the following “Guaranteed Compensation”, as set forth below, includes payment thereof for such assignment. The Work may be adapted, revised, edited and/or combined with other works. You waive any and all so-called moral rights of authors or Droit Morale applicable in any jurisdiction. You do not reserve any rights in the Work or Production, whatsoever.
3. Guaranteed and Contingent Compensation Obligations of Company: Provided you are not in material uncured default hereunder, the following payment obligations shall apply:
   • (a) Guaranteed Compensation: In full consideration of your services, the results and proceeds thereof and for all rights herein granted in the Work and with respect to the foregoing, Company shall pay you and you shall accept the sum of [Amount in Words] Dollars (US$[Amount in Figures]) (the “Guaranteed Compensation”), payable as follows:
     • (i) [Amount in Words] Dollars (US$[Amount in Figures]) upon execution hereof (it being acknowledged that Company shall have no obligation hereunder unless or until such time as this Agreement and all exhibits are executed by you and are delivered to Company and counter-signed), satisfaction of any conditions precedent, and commencement of your writing services for the Work;
     • (ii) [Amount in Words] Dollars (US$[Amount in Figures]) upon completion and Delivery of First Draft Screenplay;
     • (iii) [Amount in Words] Dollars (US$[Amount in Figures]) upon completion and Delivery of the Revision;
     • (iv) [Amount in Words] Dollars (US$[Amount in Figures]) upon completion and Delivery of the Polish.
   • (b) Contingent Compensation: Company shall make the following additional, contingent payments and perform the following obligations, subject to the occurrence of the applicable condition specified:
     • (i) Production Bonus. In the event the Production is produced based in whole or in substantial part upon the Work, Company shall pay you a “Production Bonus” as follows, payable within ten (10) business days following the final determination of writing credit for the Production: If you receive sole “screenplay by” or “written by” credit for the Production in accordance with paragraph 9 hereof and no other screenwriter has been engaged to render substantial writing services in connection with the Picture, Company shall pay you a Production Bonus in the amount of [Amount in Words] Dollars (US$[Amount in Figures]). In the event you share such “screenplay by” or “written by” credit for the Production in accordance with paragraph 9 hereof and/or another screenwriter has been engaged to render substantial writing services in connection with the Picture, the foregoing payment required by this sub-paragraph shall be reduced by one half. In the event that no such “screenplay by” or “written by” credit is awarded to you in accordance with paragraph 9 hereof, you shall not be entitled to any Production Bonus. In the event you are the sole writer of the Production and no other writer has been engaged to render writing services in connection with the Production, such Production Bonus shall be due and payable within ten (10) business days following commencement of principal photography of the Production in lieu of the date of final determination of the writing credits for the Production.
     • (ii) Budget Bonus. In the event the final approved direct cost budget of the Picture exceeds [Amount in Words] Dollars (US$[Amount in Figures]), an additional [Amount in Words] Dollars (US$[Amount in Figures]) shall be added to and paid along with any sole credit Production Bonus to which you are entitled to receive under paragraph 3 (b) (i) above, or an additional [Amount in Words] Dollars (US$[Amount in Figures]) shall be added to and paid along with any shared credit Production Bonus to which you are entitled to receive under paragraph 3 (b) (i) above. Final, approved direct cost budget means the final budget approved by the completion guarantor (or financier, if none) of the Picture, less all financing costs, bank fees, interest, completion bond costs, contingency, overhead and deferments.
   • (c) Wire Instructions: All payments hereunder may be made by check or by wire transfer to the following account: [Wire Instructions]
4. Travel: If Company requires that your services be rendered at a location more than Fifty (50) miles from ____________ (a “Location”), Company will provide you with: One (1) economy class (if available and if used) roundtrip air transportation to and from such Location, economy class ground transportation to and from airports and hotels, economy class hotel accommodations (room and tax only) and a per diem to be negotiated in good faith, taking into account the cost of living at such Location.
5. Name and Likeness: You hereby grant to Company the right to use your name, approved likeness, and approved biography in connection with the Production and the advertising, promotion, and other exploitation thereof, including any and all subsidiary and ancillary rights therein such as, but not limited to, soundtrack album, publication rights, merchandising and commercial tie-ups (provided you will not be depicted as using or endorsing any product, commodity or service without your prior written consent), but Company shall be under no obligation to use any of the foregoing whether or not the Work is used. You shall cooperate with Company on a reasonable basis in obtaining any necessary approved likenesses and an approved biography for Company’s use hereunder.
6. Warranty/Indemnity: You warrant and represent that the Work is:
   • (a) Wholly original with you in all respects and no part thereof shall be taken or based upon any other literary or dramatic or any other work, other than any public domain material;
   • (b) To the best of your knowledge, nothing contained therein shall in any way, infringe or violate the copyright or common law rights or literary, dramatic, or any other rights of any third party of any kind or nature or constitute a defamation, invasion of privacy, or violation of any contractual right of any third party whatsoever; that no part of the rights therein agreed to be conveyed have, in any way, been encumbered, conveyed, granted, or otherwise disposed of and the same, to the best of your reasonable knowledge and belief, are free and clear of any and all liens, or claims, whatsoever; and
   • (c) You shall indemnify and hold Company, its successors, licensees, and assigns harmless with respect to any and all liability costs and expenses (including, without limitation, reasonable outside attorney’s fees whether or not in connection with litigation) arising out of a breach of any of the foregoing warranties and representations. Company shall indemnify, defend and hold you harmless against any liability, claim, cost, damage, or expense (including costs and reasonable attorney’s fees whether or not in connection with litigation) arising out of or in connection with your use of any material supplied to you by Company and/or arising out of or in connection with material added to the Work and/or Production by Company or at Company’s direction and/or otherwise arising out of the development, production, distribution, and/or exploitation of the Production other than claims which arise out of or are in connection with a breach or alleged breach by you of any of the agreements, warranties, or representations contained in this Agreement. When obtained, Company will cause you to be named as additional insured on Company’s errors and omissions and general liability policies for the Production, subject to all exclusions, terms and conditions of said policies.
7. Further Documents: You agree to execute further documents, consistent with this Agreement, as may be reasonably required by Company, at any time, in order to evidence, maintain, perfect or establish Company’s rights in and to the Work. In the event of your failure to so execute any such additional document(s), following review and a reasonable opportunity to comment upon said document(s), Company shall be deemed to be your attorney-in-fact for such purpose and Company or its designee may execute the same in your name on your behalf. Company shall provide copies of any documents executed pursuant to the above power of attorney, but Company’s casual or inadvertent failure to do so shall not constitute a breach of this Agreement. Without prejudice to Company’s right to require execution of further documents, you shall execute and deliver to Company: (i) the Certificate of Authorship (ii) Assignment of All Rights and (iii) French Authors Certificate attached to this Agreement, the provisions of which are incorporated herein by this reference, concurrently with execution this Agreement.
8. No Obligation to Use Work: Nothing herein shall in any way obligate Company to use the Work (or any portion thereof) or any other results and proceeds of your services in the Production or otherwise require Company to produce, exhibit, advertise, distribute or otherwise exploit the Production. For avoidance of doubt, Company shall remain obligated with respect to any indemnity and insurance obligations under paragraph 6 c. above notwithstanding the above, and Company will continue to observe any required credit obligations to you under paragraph 9 below.
9. Credit:
   • 9.1 Screen Credit and Paid Advertising Credit. Your entitlement to screen credit and paid advertising credit in connection with the Production shall be determined by Company using the same credit guidelines used by the Writers Guild of America, West in credit arbitrations. Any credit to which you are entitled shall be given “on-screen” and in paid advertising to the same extent that Company would be obligated to accord such credit if Company were signatory to the Writers Guild of America Basic Agreement (“WGA Agreement”). Notwithstanding the foregoing, if Company or any successor becomes signatory to the WGA Agreement and the Writers Guild of America (“WGA”) obtains jurisdiction over the determination of writing credits for the Picture, you will be bound by any determination of writing credits for the Picture made by the WGA.
   • 9.2 Other Credit Matters. Except as otherwise set forth herein, all other aspects of credit shall be in Company’s sole discretion. All references in this Agreement to the title of the Production shall be deemed to mean the “regular” title unless reference is specifically made to the “artwork” title. No causal and inadvertent failure by Company to comply with the credit requirements hereunder nor any failure by any third party to so comply, shall be deemed a breach hereof, provided, however, that upon receipt of written notice from you, Company will use reasonable efforts on a prospective basis, to correct any omission or failure to give the required credits hereunder, to the extent the same is within Company’s reasonable control or ability. Company shall advise the Production’s distributors of the credit obligations set forth herein.

10. Assignment: Company shall have the right to assign any or all of its rights hereunder to any other person, firm, or corporation (an “Assignee” herein). Provided that the Assignee is (i) a firm, corporation, or entity owned or controlled by Company (or its principal(s)) which assumes in writing any executory obligations to you hereunder; and/or (ii) to a “major” studio, distributor or U.S. Network which assumes in writing the obligations of Company hereunder, Company shall be relieved of all obligations under this Agreement. In such event, you agree to look, solely, to such assignee, only, for full performance of all of the obligations of Company hereunder including, without limitation, any liability for the failure to so perform such obligations. Upon such assignment to: (i) a firm, corporation or entity owned or controlled by Company which assumes in writing any executory obligations to you hereunder; and/or (ii) to a “major” studio, distributor or U.S. Network which assumes in writing the obligations of Company hereunder, such Assignee shall be substituted for Company for all purposes under this Agreement and Company shall be released from all liability with respect to such obligations so assumed. With respect to all other assignments (other than those specified above), Company shall remain primarily liable for full performance of all of Company’s obligations hereunder.
11. Additional Provision(s):
    • (a) Provided you receive sole “written by” or “screenplay by” credit with respect to the Production hereunder, you shall be entitled to a VHS video cassette copy (or DVD copy if manufactured and made available to the general public) free of charge, when copies thereof are made available to the general public, for your personal home use.
    • (b) You are familiar with the provisions of Sections 317 and 507 of the Communications Act of 1934, as amended, and the rules and regulations of the Federal Communications Commission (“FCC”), and you warrant that you shall not insert or include in the Production any literary, dramatic, or other material, the nature of which would require an announcement or disclosure in order to comply with the provisions of said Sections 317 or 507 or the rules and regulations of the FCC, unless Company has given its prior written consent specifically to such inclusion or insertion and provision has been made for the appropriate announcement or disclosure, or both, as the case may be. You shall furnish to Company, at Company’s request, such affidavits and/or statements as Producer may require with respect to said Sections 317 or 507 and FCC rules and regulations.
    • (c) Company is not a signatory to any Guild or Union covering your services and this Agreement is not subject to any Guild or Union agreement, and the WGA Agreement shall not be applicable to this Agreement.
12. Other Terms: All other terms and conditions shall be in accordance with Company’s standard writer’s agreement, the terms and conditions of which shall be subject to good faith negotiations within customary parameters of Company in light of your stature and experience in the entertainment industry; however the failure to agree upon any such changes or upon any upon other matter or agreement left for future negotiation, shall not affect the validity or effectiveness of this Agreement. Without limiting the foregoing, it is understood that Company has all customary suspension and termination rights in the event of default, incapacity, or in the case of the occurrence of any “force majeure” event in accordance with customary industry parameters for agreements of this type. Copies of all notices shall be given to Company’s legal counsel [Name and Address of Legal Counsel]. Due to the large body of entertainment law governing agreements such as this in the state of California and due to the need for uniform interpretation of all agreements relating to the Production, the parties agree that California Law shall govern this Agreement, and the interpretation and performance thereof.
    
    Kindly confirm your agreement by signing below.
    
    Very truly yours,
    [Engaging Entity]
    
    By: ________________________
    Its: ________________________
    
    Agreed and Accepted:
    
    ________________________
    [Writer’s Name]