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View Full Version : GOT THIS DISTRIBUTION CONTRACT FROM SHAMI MEDIA, got any feedback?



Kirk Ray
03-16-2014, 12:55 PM
I got this distribution contract from Shami Media, it don't look good at all, anybody got any feedback?FILM ASSIGNMENT AGREEMENT Agreement entered into as of the _____ day of ____, 2014, between Shami Media, Inc., c/o Kenneth J. Falcon, Esq., 31 East 32nd Street, Fourth Floor, New York, New York, 10016 (“Assignee”), and __________________________________________________ __ (“Assignor”)(this “Agreement”). WHEREAS, Assignor owns, controls or administers the copyright in the film entitled__________________________________; produced by __________________________, and directed by ________________________________________________(“ Film”); and WHEREAS, Assignor wishes to assign his or her rights to _____________________________ to Assignee;NOW, THEREFORE it is agreed as follows: 1. ASSIGNMENT OF RIGHTS (a) For the sum set forth in Clause 7, below, and other good and valuable consideration, the undersigned, (name(s) of assignor(s)) "Assignor" does hereby sell, grant, convey and assign unto Shami Media, Inc., ("Assignee") in perpetuity all of Assignor's right, title and interest throughout the universe, of every kind, nature and description, existing under any present or future law, other governmental regulation or judicial decision derived from Assignor’s interest in the Film. (b) This Agreement shall cover Assignee’s unlimited ownership of rights in and use of the Film (and/or any portions or excerpts thereof). Such ownership shall include but not be limited to the rights of distributing and licensing said Film to third parties, including, but not limited to theatrical releases, television, cable, dish or satellite networks; in addition to any and all distribution via dvd, v.o.d, internet or live streaming; or for usage in for any trailers, advertisements, promotion or publicity of the Film, or for any other usage now known or hereinafter devised, forever and throughout the universe. (c) In the event that this assignment is deemed ineffective, Assignor shall take all further acts and execute all further documents as is necessary in order to effectuate a full transfer of all rights under The Copyright Act of the United States, and all other similar rights throughout the world, forever to Assignee. RIGHT OF FIRST REFUSAL Assignee shall have no right of first refusal with regard to any subsequently or future made Films by Assignor. 3. WARRANTIESAssignor hereby represents and warrants: (a) That Assignor (i) has full power and authority to enter into and fully perform this agreement and that it owns or controls the rights in the Film assigned to Assignee herein; (ii) all elements within the Film are either original with the Assignor or are fully cleared by the Assignor; (iii) Assignor’s administrative share of the Film is 100% unless otherwise indicated; (iv) the Film is free and clear of any liens or claims ; (v) Assignor has obtained synchronization license agreements for all music that has been used in the Film; (vi) Assignor has obtained license agreements for commercial products or images used in the Film or has edited any of such product or image out of the Film; (vii) Assignee’s use of the Film herein will not give rise to any claims of infringement, invasion of privacy or publicity or claims for payment of re-use fees or residuals (any and all third party payments shall be Assignor’s responsibility); (viii) has not sold, granted, conveyed or assigned any of Assignor's right, title or interest in or to the Film or any part thereof to any person, firm or corporation other than Assignee; and (ix) Assignor will not act in a manner or enter into any oral or written agreements inconsistent with this agreement. 4. INDEMNIFICATION (a) Assignor shall indemnify assignee, its successors, assigns, licensees and officers, and hold them harmless from and against any and all claims, liability, losses, damages, costs, expenses (including but not limited to attorneys' fees), judgments and penalties arising out of, resulting from, based upon or incurred because of the breach by Assignor of any warranty made by Assignor hereunder. (b) To the extent not covered by Assignor's foregoing indemnity, Assignee shall indemnify Assignor, its successors and assigns, and hold them harmless from and against any and all claims, liability, losses, damages, costs, expenses (including but not limited to attorneys' fees), judgments and penalties arising out of, resulting from, based upon or incurred because of the breach or failure to perform by Assignee of any of the obligations assumed by Assignee hereunder. 5. FURTHER DOCUMENTATION (a) Assignor shall provide Assignee with a list of all persons and entities having involvement with the creation of the Film in order that proper credit may be given for any works performed. Assignor shall provide Assignee with all agreements relating to the Film including, but not limited to those entered into with all writers, actors, extras, producers, cameramen, designers, makeup and/or wardrobe personnel, etc. (b) Assignor shall execute, acknowledge and deliver to Assignee, or shall cause the execution, acknowledgment and delivery to Assignee of such further documents and instruments as Assignee shall deem reasonably necessary to effect the intent and purpose of this Agreement. If Assignor fails or is unable to execute any such documents or instruments, within five (5) business days after Assignor's receipt of written notice from Assignee, Assignor hereby appoints Assignee as Assignor's attorney-in-fact to execute such documents or instruments, provided that these documents and instruments shall not be inconsistent with the terms and conditions of this Agreement. Assignee's rights under this paragraph constitute a power coupled with an interest, and are irrevocable. Assignee agrees to provide Assignor with a copy of any document or instrument signed by Assignee hereunder; provided, however, that Assignee's failure to do so shall not constitute a breach of this Agreement. (c) Pursuant to Section 2257 of the U.S. Code, 18 U.S.C § 2257, where the Film shall depict any nudity or sexually explicit conduct, Assignor shall provide Assignee with a copy of any agreement entered into with such actor for the performance; a copy of a state issued identification card clearly confirming the name and date of birth of such actor; and require such actor to provide any name ever used, including a maiden name, alias, nickname, stage or professional name. (d) Assignor shall provide Assignee with a copy of any and all synchronization license agreements for music used in the film; and any license agreements for commercial products used in the Film. 6. ORIGINAL COPY Assignor shall deliver to Assignee an original copy and/or a high resolution copy of the Film upon execution of this Agreement. In addition, Assignor shall deliver to Assignee a copy of any high resolution photography or art work created for the Film.7. CONSIDERATION As consideration in full for this Assignment and for all rights granted to Assignee herein: (a) Assignee shall pay Assignor the sum of 50% or one half of the all net profits realized from the distribution and/or licensing of the Film. (b) Net profit shall be equivalent to the gross revenue, less any and all expenses, costs or fees expended in order to distribute and/or license the Film, including but not limited to marketing, promotional costs, legal fees, etc. Assignor affirmatively acknowledges and expressly covenants that Assignee shall not be obligated to pay any other fees, costs, expenses, reuse fees, residuals or any other sums to Assignor or any third party in connection with the Film or the Master. 8. BOOKS AND RECORDS Assignor shall have access to the books and records of Assignee that are kept in relation to the expenditures and revenue received in relation to the Film, which books and records shall be kept at the office of Shami Media, Inc., or its accountant. Upon 30 days advance written notice sent to the office of Assignee, Assignor shall be permitted to examine the books and records of Assignee that are kept in relation to the expenditures and revenue received in relation to the Film.9. ASSIGNMENT This Agreement, and the rights granted hereunder, may not be assigned by Assignor to any person, firm or corporation. Assignee may assign this Agreement and the rights and services granted herein, together with the results and proceeds thereof, and the representations and warranties contained herein, to any person or entity. 10. GOVERNING LAW This Agreement shall be construed in accordance with the laws of the state of New York without reference to conflict of laws principles. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, licensees and assigns. The parties consent and agree to the exclusive jurisdiction and venue of the state and federal courts having jurisdiction over New York County, New York. I ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THIS AGREEMENT IN ITS ENTIRETY AND AGREE TO BE BOUND BY ITS TERMS.IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the ____________________day of ___________________20_____.NAME OF ASSIGNOR Shami Media, Inc. c/o Kenneth J. Falcon, Esq. 31 East 32nd Street Fourth Floor New York, NY 10016By: ___________________________ By: ___________________________Its: ___________________________ Its: ____________________________FED ID# _______________________

Nick Soares
03-16-2014, 12:58 PM
50% or one half of the all net profits Bummer. :(

Have you considered Distribber (http://www.distribber.com) to keep all of your rights ;)

Kirk Ray
03-16-2014, 01:14 PM
Now that's a deal! I'll look into it, thanks for the information, "Grandmother Baby Scam" is my first featured film, and I cant afford to make any mistakes.

Johnny Utah
07-10-2015, 02:55 AM
I'm no lawyer but I've learned a thing or two over the years in dealing with media distributors. With this contact you are signing over your copyrights! This doesn't appear to be a licensing deal, like I would want it to be. And there are no caps on distributor expenses (!) and no mention of you being able to collect attorney fees if you win a lawsuit. I've dealt with non-paying distributors before and if I didn't own my copyrights (so that I could pack up and distribute elsewhere) then I would be royally screwed as the distributor just keeps on profiting off of my product as the litigation drags and drags. My understanding is that if a contract does not mention attorney fees then you would not be able to recoup attorney fees if you won your case (after spending who knows how many tens of thousands of dollars). That's a problem. Again, I'm not a lawyer. Perhaps someone else can weigh in.

UniqueAmI
07-10-2015, 05:10 AM
If it's a micro-budget movie, all distribution deals basically blow. You'll never see a dime. But, if the company has contacts in all major retailers, Netflix, VOD think about it.

50% of Gross would be OK. But, there's never a net. Your film pays for everything in their office + salaries + hotels + airlines. The distributor lives free off your and others work. They might not make much profit (they'll claim they lose money on everything). But, did you live for free as you made your film.

It's the way of micro-budget cinema.

Johnny Utah
07-10-2015, 11:05 AM
Your film pays for everything in their office + salaries + hotels + airlines.
Exactly. There is no end to what they can bill for under this contract. And are they double billing or prorating the hotels and dinners and spas? You don't know.

Then it will be cost prohibitive to take them to court just to demand an accounting. This contract has no checks and balances for the filmmaker and no "teeth" to get a remedy. To top it off the distributor now owns the film. Always license it -- not transfer & assign (give it away).

Distributors are legally allowed to elect to pay themselves a salary BEFORE paying vendors money owed. Running a small distribution company that's in red ink is a great way to create a job for oneself. A lot of distributors do this. Then if a vendor sues them then they just declare bankruptcy and repeat the same process all over again.

For the record, I'm not saying that the company that the OP is talking about is one of these. I'm speaking generally.