We will track here amendments to this resource that reflect changes in law and practice.
An agreement granting an option to purchase the rights in an existing original screenplay for a feature film. The option is for an initial period, which the potential purchaser can extend by a further set period. The rights-owner receives a one-off option fee which is offset against any income received after the exercise of the option, plus (if the option is extended) an extension fee which cannot be offset in this way. The agreement contains provisions giving the owner a share of net profits from any film that is made on the basis of the screenplay, including any remake or sequel.
This agreement is dated [DATE]
(A) The Owner is the author and owner of the Work (as defined below).
(B) The Owner has agreed to grant to the Purchaser the exclusive option to acquire [the entire copyright and all other rights OR all audio-visual rights] and allied rights in the Work on the terms of this agreement.
This option is drafted from the point of view of a production company acquiring the rights in an existing original screenplay for a feature film (that is, where the screenplay is not based on another underlying work, such as a novel). The option needs to be exclusive so that the producer can develop the work for the purposes of adapting it as a film without being in competition with others. The producer wants to be able to do so at minimal cost, but also needs to be certain that it will be able to acquire the necessary rights in the work to produce and exploit the film if the project proceeds to production.
The agreement provides for an assignment of the rights, although the rights owner may seek instead to license the rights in question. In order to keep the document as straightforward as possible, it includes the assignment of rights within the document itself rather than using a separate assignment.
On signature of the agreement, the Purchaser pays an initial option fee which secures exclusivity over the rights for a stated period of time (see clause 2.1). On or before expiry of that initial option period, the Purchaser can choose to pay a second fee to extend the option for a further period (clause 2.2). The first option fee is offset against the full purchase price of the optioned rights, but the second option fee is payable in addition to that full purchase price. The Purchaser exercises the option by serving notice on the Owner and paying the balance of the purchase price (clause 2.1).
The categories of rights which are included in the Option will be a matter of negotiation for the parties. The best position for the production company would be to acquire all copyright. However, as a minimum it will need all audio-visual rights to enable it to develop, produce and exploit the film in all media throughout the world.
Various definitions and provisions are in square brackets. These should be included or deleted depending on the deal.
The definitions and rules of interpretation in this clause apply in this agreement.
1.1 Definitions:
The owner will want to retain remake rights and leave the decision whether to assign such rights to the production company, and the terms of such assignment, to subsequent negotiation. See also references in clause 3 and clause 4.1(h).
This is included because some jurisdictions have a copyright registration system which requires the filing of a document of title in the copyright. For example, in the USA, ownership of copyright must be registered at the US Copyright Office before a court will order an action for copyright infringement or award certain categories of damages.
If the production company has a partial assignment of copyright, see clause 4.1, it is usual for stage, non-dramatic radio rights and literary publication rights to be reserved by the owner, subject to the proviso that they agree not to exploit such rights before the expiry of a specified period. This provision seeks to minimise any potential confusion by the public between the film and any stage version or book release of the Work and any adverse effect on the commercial prospects for the film.
1.2 Unless the context otherwise requires, words and expressions used herein shall have the same meanings as are assigned to them by the CDPA. Notwithstanding the foregoing, wherever in this agreement the term "film" or any similar term is used and the soundtrack thereof is not expressly referred to, such term shall include the soundtrack of such film.
1.3 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.4 A reference to writing or written includes faxes but not e-mail.
1.5 Any obligation in this agreement on a person not to do something includes an obligation not to agree to or allow that thing to be done.
1.6 Any words following the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
The amount of the option fee will depend on the market value of the Work and the financial means of the production company. Those acting on behalf of rights-owners may cite fees of around one tenth of the exercise price; however, in the case of limited film development budgets option fees may be considerably less than this. It is usual for the initial option fee to be expressed as being on account of the purchase price and for any fee paid to extend the option period to be expressed as not on account of the purchase price.
The length of the option period is commonly 12-18 months, with a right for the producer to extend this for a further 12-18 months.
2.1 In consideration of £ [AMOUNT] now paid by the Purchaser to the Owner (the receipt and adequacy of which is hereby acknowledged) on account of the Purchase Price the Owner hereby grants to the Purchaser the exclusive option (Option) to acquire the Rights exercisable at any time within [NUMBER] months from the date of this agreement (First Option Period) by notice in writing to the Owner together with payment of the Purchase Price.
2.2 At any time before the expiry of the First Option Period, the Purchase can extend the Option for a further period of [NUMBER] months from the date of expiry of the First Option Period (Second Option Period) by giving to the Owner £[AMOUNT] together with written notice of exercise of the option to extend.
2.3 For the avoidance of doubt the sum payable under clause 2.2 shall not be on account of the Purchase Price.
2.4 The Purchaser shall be entitled during the Option Period to prepare budgets and storyboards and/or to engage in any other form of development activity and make announcements that a film based upon the Work is being developed, provided that unless the Purchaser exercises the Option it may make no commercial use of any such materials without the prior written consent of the Owner.
2.5 On signature of this agreement the Owner will sign and deliver to the Purchaser the Short Form Assignment,which shall be held in escrow until the Purchaser exercises the Option or the Option Period expires (whichever is sooner). If the option is exercised, the Short Form Assignment shall be given to the Purchaser and if the Option Period expires without exercise of the Option, the Short Form Assignment shall be given to the Owner.
The Purchase Price is set out in clause 3.1 and is the consideration for the assignment of rights in clause 4.1. The contingent compensation is expressed as additional sums payable in clause 3.2 so that if there is any failure to provide that contingent compensation there is no room for argument that such failure could enable the owner to rescind the grant of rights.
3.1 If the Option is exercised, then as full consideration for the rights hereby granted and assigned, the Purchaser hereby agrees to pay to the Owner on exercise of the Option the following sums (Purchase Price):
(a) £[AMOUNT]); and
(b) not later than the first day of principal photography of the Film, such further sum, if any, by which [NUMBER] per cent of the Budget for the Film exceeds £[AMOUNT] (but subject to a ceiling on the payments under clause 3.1(a) and clause 3.1(b) of £[AMOUNT]).
Budgeted compensation is an amount payable to the owner calculated by reference to the final budget for the film. Customary parameters are between two per cent and three per cent of the budget with a minimum and maximum stated amount. The production company will want to exclude certain specified items from the budget calculation, such as financing costs, completion guarantee fees and legal fees.
3.2 The Purchaser shall pay to the Owner the following additional sums:
(a) such sums as shall from time to time equal [NUMBER] per cent of 100 per cent of the Net Profits from the Film;[and]
The contingent compensation is expressed as a percentage entitlement of the whole. Unless the owner has a particularly strong bargaining position it is not usual for a bespoke profit definition to be included, but rather, as in clause 3.2, profits are defined by reference to the principal financing agreements relating to the film.
(b) [in relation to each Sequel:
If the option includes sequel and remake rights the owner will seek to have a further purchase price calculated as a proportion of the initial film’s budgeted fee for the owner and contingent compensation. The percentage is of course up for negotiation but the percentages shown are typical.
(i) 50 per cent of any sums payable under clause 3.1(a) and clause 3.1(b) above which shall be payable on or before the first day of principal photography of such Sequel; and
(ii) [a share of the Net Profits of such Sequel calculated at the rate of 50 per cent of the Owner's percentage entitlement under clause 3.2(a) above;]]
(c) [in relation to each Remake:
(i) 33.33 per cent of any sums payable under clause 3.1(a) and clause 3.1(b) above which shall be payable on or before the first day of principal photography of such Remake; [and
(ii) a share of the Net Profits of such Remake calculated at the rate of 33.33 per cent of the Owner's percentage entitlement under clause 3.2(a) above.]
3.3 The Owner acknowledges that the Purchase Price includes full, equitable, proper and adequate remuneration in respect of any and all rights of whatsoever kind or nature (including the Owner's rental and lending rights in relation to any film or other adaptation of the Work made pursuant to this agreement and all rights which the Owner may have as "author" of any such film) to which the Owner may now be or shall hereafter become entitled under the laws of any country of the world in connection with exploitation of the Work and/or any such film in any and all media. Without prejudice to the foregoing the Owner shall be entitled to receive payments payable to the Owner from recognised collection societies provided this does not in any way increase payments due from the Purchaser to the Owner.
3.4 All sums payable under this agreement shall be exclusive of value added tax. Any VAT which is payable shall be paid by the Purchaser within [NUMBER] Business Days of receipt of a valid VAT invoice from the Owner.
4.1 Subject to the Purchaser exercising the Option and paying the Purchase Price, the Owner with full title guarantee irrevocably assigns (and where necessary by way of present assignment of future copyright) to the Purchaser [the entire copyright and all other rights, title and interest in and to the Work including the rights set out below in this clause OR by way of partial assignment of copyright the exclusive right to make and exploit audio-visual adaptations (including all film, Television Rights and ancillary rights in and to the Work) including the rights set out below in this clause] and all rental and lending rights and similar rights to which the Owner may now be or may hereafter become entitled in relation to any such adaptations and all rights which the Owner may now have or may hereafter become entitled to as "author" of any such adaptations (together the Rights) to hold absolutely throughout the universe and in all languages during the full period of copyright and all possible renewals, reversions, revivals and extensions thereof and thereafter (insofar as may be or become possible) in perpetuity but subject to the provisions of clause 4.2 hereof. Such Rights shall include [Sequel Rights, Remake Rights and] the exclusive right to:
(a) adapt the Work for the purpose of audio-visual adaptations of any and all kinds;
(b) perform such adaptations in public by exhibition of any such adaptations by all methods now known or hereafter invented including exhibiting such adaptations before live audiences in theatres and non theatrically;
(c) exploit any such adaptations on videocassette, DVD or any other audio-visual device now known or invented in the future;
(d) communicate any such adaptations to the public (including by broadcasting and making the adaptations available by electronic transmission over the internet or any comparable service whether on an interactive basis or otherwise);
(e) rent or lend such adaptations to the public including distribution of such adaptations in the form of DVDs or any other audio-visual devices now known or invented in the future;
(f) broadcast and transmit for advertising purposes excerpts of such adaptations by means of all forms of Television (now existing or hereafter invented) and radio and any other telecommunications system or device;
(g) to make sound recordings of the soundtracks of such adaptations whereby the same may be performed either in synchronisation with the picture action of such adaptations or separately from the picture action of such adaptations and to communicate to the public (including by broadcast and making available by electronic transmission on an interactive basis) such sound recordings for any purpose;
(h) secure copyright registration and protection of such adaptation(s) and sound recordings in any or all countries;
(i) exercise Linear Interactive and other Linear Multimedia Rights, Mobile Technology Rights and Non-Linear Interactive and Other Non-Linear Rights in the Work and any such adaptation(s);
(j) exercise customary print publication rights for the purpose of the advertising and marketing of any such adaptation(s);
(k) exercise all ancillary or associated rights customarily comprised in grants of audio-visual adaptation rights;
(l) exercise Merchandising Rights in the Work and any such adaptation(s);
(m) use the title or titles by which the Work is now known or may hereafter be known (to the extent that the Owner holds the rights in such titles) as the title or titles of such films and soundtracks associated with the Work and sound recordings and records produced under this agreement, together with the right to exploit, distribute and exhibit such films and soundtracks associated with the Work and sound recordings and records permitted under this agreement under any other title or titles that the Purchaser may deem proper or desirable in its absolute discretion;
(n) broadcast, exhibit, perform, transmit, distribute, exploit, sell or deal with such adaptations in any manner whatsoever and in all media now known or hereafter devised, including the right to produce videograms of such films and sound recordings on disc, tape or any other means now known or hereafter devised for sale to the public. Without limiting the foregoing, the Owner acknowledges that:
(i) new rights in and to any such films and sound recordings may come into being and/or be recognised in the future, under the law and/or in equity (New Exploitation Rights), and the Owner intends to and hereby does assign to the Purchaser any and all such New Exploitation Rights to any such films and sound recordings; and
(ii) new (or changed) technology, uses, media, formats, modes of transmission and methods of distribution, dissemination, exhibition or performance (New Exploitation Methods) are being and will inevitably continue to be developed in the future, which would offer new opportunities for exploiting any such films and sound recordings and the Owner intends to and hereby does assign to the Purchaser any and all rights to use such New Exploitation Methods with respect to any such films and sound recordings;
(o) exercise all of the rights in the Work specified in clause 4.1(a) to clause 4.1(n) in respect of Derivative Film Material;
(p) do in respect of the Work any and all "acts restricted by the copyright" (as that expression is used in section 16 of the CDPA) insofar as such acts relate to the production and subsequent exploitation of such adaptations in any and all media now known or hereafter devised throughout the world including the Electronic Rights, the Online Rights, the Remake Rights, the Sequel Rights, the Television Rights, the Theme Park Rights and the Video-on-Demand Rights;
(q) assign or license to any third party the rights acquired by the Purchaser under this agreement.
4.2 The Owner reserves the Stage Rights and the non-dramatic radio rights (as customarily defined in the UK film industry) and literary publication rights (subject to clause 4.1(j)) in and to the Work. Subject to the exercise of the Option and payment of the Purchase Price to the Owner, the Owner agrees not to exploit or permit the exploitation of the Stage Rights and non-dramatic radio rights for a period of seven years from the date of the exercise of the Option or five years from the date of the release of the Film, whichever is the shorter period.
If the production company has a partial assignment of copyright (see the second option in the first paragraph of clause 4.1) it is usual for stage, non-dramatic radio rights and literary publication rights to be reserved by the owner, subject to the proviso that they agree not to exploit such rights before the expiry of a specified period. This provision seeks to minimise any potential confusion by the public between the film and any stage version or book release of the work and any adverse effect on the commercial prospects for the film.
4.3 The Owner grants to the Purchaser the right at all times to use and authorise others to use the name, likeness, photograph and biography of the Owner in connection with the advertising, exploitation and exhibition of any adaptation(s) of the Work provided that these shall not be used in such manner as to suggest that the Owner endorses any commercial goods or services or facilities publicised thereby.
4.4 The Owner hereby waives, pursuant to section 87 of the CDPA, unconditionally and irrevocably and in perpetuity in favour of the Purchaser all rights under sections 77 to 85 inclusive of the CDPA in respect of the Work and all other moral and author's rights of a similar nature whether now existing or conferred in the future under the laws of any jurisdiction. This waiver shall extend to the Purchaser's licensees, sub-licensees, assignees and successors in title to the copyright in the Work.
Moral rights are conferred on the creators of copyright works by the CDPA and although they cannot be assigned, they can be waived. Moral rights under UK law are: the right to be identified as author of the work (sections 77 to 79); the right to object to derogatory treatment of the work (sections 80 to 83); and the right not to suffer a false attribution of a copyright work (section 84). See Waiver of moral rights: drafting note (www.practicallaw.com/5-107-5704) for more detail.
4.5 [If the Purchaser shall produce or license the production of any Sequels, Remakes, television movies or television series, of any kind based on the Film, the Purchaser will give the Owner the right to write the screenplays for any such productions upon terms to be negotiated in good faith, but no less favourable to the Owner than the terms of this agreement. ]
The inclusion of such a provision for the benefit of the owner is a matter for negotiation. The right would normally be limited to just the first sequel, remake or TV programme and only if this occurred within seven years. The purchaser would also want to make the right subject to the owner remaining active in the field of film/TV screenplay writing and in the case of TV programming it would be subject to the commissioning broadcaster's approval.
5.1 If the Purchaser makes a film based wholly on the Work the Purchaser shall accord to the Owner credit on all positive copies of the Film in the main titles of the Film and in all paid advertising [in the same style, type and size as the credit accorded to the individual producer of the Film] in the form "Written by [NAME]" or such other form as may be determined by the Purchaser.
5.2 If the Purchaser makes a film which is not based wholly on the Work, the Purchaser shall accord the Writer such lesser credit (if any) on all positive copies of the Film made by or under the control of the Purchaser as provided under the terms of the WGGB Agreement. Any dispute relating to credits shall be determined in accordance with the arbitration provisions under the WGGB Agreement.
5.3 No inadvertent breach by the Purchaser of the provisions of this clause and no failure of third parties to accord the said credit shall constitute a breach of this agreement by the Purchaser.
The Owner hereby represents and warrants to and with the Purchaser that:
6.1 The Owner is the sole author of the Work which is wholly original to the Owner and nothing therein infringes the copyright or any other rights (including any rights of confidentiality and/or privacy) of any third party;
6.2 Copyright in the Work subsists and the Owner will do all in the Owner's power to maintain the entire copyright in the Work throughout the world for the full period thereof including all permitted renewals, reversions, revivals and extensions thereof;
6.3 The Work does not contain any obscene, blasphemous or defamatory matter and shall not otherwise infringe the rights of any person nor shall place any person in breach of any duty of confidence or confidentiality nor in contempt of court nor shall breach any provision of any statute;
6.4 The Owner is not aware of any legal proceedings or any threat of such proceedings or any claim by any third party concerning the Work;
6.5 The Owner will not enter into nor authorise any third party to enter into any agreement, licence, assignment, charge or other document concerning the Work which will or might conflict or interfere with the Rights;
6.6 No film or radio or Television programme based on the Work has been developed, produced or authorised and the Owner has not previously granted, licensed, assigned, charged or in any way dealt with or encumbered the Rights;
6.7 The Owner has good title and full right and authority to enter into this agreement and to assign the Rights pursuant to this agreement free from encumbrances throughout the world;
6.8 The Owner will comply with all requirements of the Purchaser insofar as arranging for errors and omissions insurance is concerned;
6.9 [The Owner [is a British citizen resident in the United Kingdom and] was throughout the period during which the Owner wrote the Work a "qualifying person" within the meaning of section 154 of the CDPA;]
Include this clause if the production company needs to establish British (or other) nationality of the film. In order to obtain enough points under the "Cultural Test" needed to qualify either as a British film or as a qualifying co-production, account is often taken of the nationality or residency of certain key members of cast and crew (including the screenplay writer). Points are awarded if the person concerned is an EU or EEA national or resident.
6.10 The Owner will not at any time without the consent of the Purchaser make any disclosure or supply any information to the public or to any third party (other than the Owner's professional advisers) in relation to any matters arising under this agreement or any adaptation(s) made under this agreement or any personnel engaged for such adaptation(s) or to the general affairs of the Purchaser. The foregoing shall not prevent the Owner from issuing personal publicity material which incidentally mentions the Film or of making incidental reference to the Film in interview provided that any such mention contains no confidential information and does not refer to the Film or any such personnel or the Purchaser in an unfavourable or derogatory manner.
6.11 The Owner will indemnify and at all times keep the Purchaser fully indemnified against all actions, proceedings, costs, claims and damages whatsoever incurred by and/or awarded against and/or compensation agreed by the Purchaser in consequence of any breach or non-performance by the Owner of any of the representations, warranties and agreements by the Owner in this agreement.
The Purchaser will indemnify and at all times keep the Owner fully indemnified against all actions, proceedings, costs, claims and damages whatsoever incurred by and/or awarded against and/or compensation agreed by the Owner in consequence of any breach or non-performance by the Purchaser of any of the representations, warranties and agreements by the Purchaser in this agreement.
8.1 The Purchaser shall ensure that the Owner is provided with accounting and paid in terms of frequency and in all other respects on a most favoured nation basis with any other entities entitled to participate in Net Profits generated from the exploitation of the Film.
As the Option is likely to be one of the first production agreements entered into by the production company there may not yet be any other agreements with talent or rights-owners containing profit participation provisions. This wording gives the owner comfort as it expresses the accounting timing and payment provisions to be on a "most favoured nation" basis with all other participants in net profits. This means that the accounting provisions will be on as good terms as any other party entitled to a share in net profits.
8.2 The Owner shall have the right at the Owner's sole cost on not less than 21 days' prior written notice and within 12 months from receipt of any statement of account to examine the records and accounts of the Purchaser relating to such statement and take copies or extracts from them, but only insofar as such records and accounts directly relate to the Film and to the accuracy of such statement. In the absence of such an audit, any statement shall be deemed to have been agreed and any claim relating to the statement of account or any item covered by it shall be deemed to have been waived and the inclusion of information or items in an accounting or statement which had appeared in a previous accounting or statement shall not render any such information or item contestable or recommence the running of the period of 12 months with respect thereto.
8.3 If by reason of embargo or other restriction it is impossible to transmit in accordance with the provisions of this agreement sums derived outside the United Kingdom then the Purchaser or the third party accounting for revenues from the exploitation of the rights shall at the request of the Owner and (subject to the laws of the territory) pay the monies to which the Owner is entitled to at such bank in the relevant jurisdiction as the Owner or the Owner's nominee shall nominate and thereupon the Purchaser shall be absolved from all liability to account for such monies.
Although for the benefit of the rights owner and so in square brackets, this sort of provision (commonly called a "turnaround" provision) is typically included in an option agreement at the request of the owner as they will want to be able to get their rights back if the production company fails to exploit them. It is important from the production company’s point of view to ensure that they are given a realistic amount of time in which to commence filming (typically at least five to seven years after exercise of the option).
If principal photography of the Film has not commenced within [NUMBER] years from the date of the exercise of the Option the Owner shall have the right for a period of 12 months from the expiration of such period of [NUMBER] years to require all rights acquired by the Purchaser in the Work to be assigned to the Owner upon the Owner paying to the Purchaser an amount equivalent to the total of:
(a) all monies paid to the Owner pursuant to this agreement; and
(b) all other development costs paid for by the Purchaser in respect of the Film including any interest and/or premium due to any third party in respect of development finance, together with interest thereon at [NUMBER] per cent over the base rate of Barclays Bank Plc from time to time.]
The Owner hereby undertakes with the Purchaser that the Owner shall, at the request and expense of the Purchaser, do all such further things and execute all such further documents as the Purchaser may from time to time require for the purpose of confirming the Purchaser's title to the Rights in any part of the world.
If the Purchaser requires any further deeds or documents as mentioned in clause 10 above or any variations to the terms of the assignment of Rights in order to meet the requirements of any distributor or financier with whom the Purchaser may negotiate then, provided such deeds, documents or variations are not of an unusual nature or such as to increase the Owner's liabilities or decrease the Owner's remuneration under the terms hereof, the Owner will not unreasonably withhold or delay consent thereto.
The Purchaser shall not be obliged to make any use of the Work or any part thereof or having made the Film or any other adaptation based upon the Work shall not be obliged to exploit it and the Purchaser shall not be liable to the Owner in any manner whatsoever for any damage whatsoever suffered by the Owner in consequence of non-exploitation.
It is essential in all agreements entered into by the production company in connection with a film that the production company has the right to assign or charge its rights. Development financiers typically require an assignment of all underlying rights pending repayment of their development finance. Any financier providing secured production funding is likely to require a fixed charge and/or assignment by way of security of the rights under all the production agreements.
The Purchaser may assign, charge, license or grant the benefit of this agreement or its rights or benefits under this agreement in whole or in part to any third party and all the representations and warranties of the Owner herein contained shall to the extent of such assignment, charge, licence or grant thereupon inure for the benefit of such third party Provided that the Purchaser shall remain liable for its obligations under this agreement except in the case of an assignment to a major studio or Television network or any other entity which has assumed the Purchaser's obligations under this agreement.
No waiver by the Purchaser of any failure by the Owner to observe any covenant or condition of this agreement shall be deemed to be a waiver of any preceding or succeeding failure or of any other covenant or condition nor shall it be deemed a continuing waiver. The rights and remedies provided for in this agreement are cumulative and no one of them shall be deemed to be exclusive of the others or of any rights or remedies allowed by law. The rights granted to the Purchaser are irrevocable and shall not revert to the Owner under any circumstances whatsoever.
15.1 It is understood and agreed that a breach by the Owner of any of the warranties or material provisions of this agreement will or may cause the Purchaser irreparable injury and damage and the Owner expressly agrees that the Purchaser shall be entitled to seek injunctive or other equitable relief to prevent a breach of this agreement by the Owner. Resort to such equitable relief shall not be construed as a waiver of any other rights or remedies which the Purchaser may have for damages or otherwise.
15.2 In the event of a breach by the Purchaser of any of its obligations to the Owner or pursuant to statute law or common law, the Owner's rights and remedies shall be limited to the right (if any) to recover damages in an action at law and in no event shall the Owner be entitled by reason of any such breach to any injunctive relief or to enjoin or restrain the distribution, exhibition, broadcast, advertising or exploitation of any film or other audio-visual adaptations of the Work made under this agreement or of any Rights.
If any provision of this agreement is adjudged by a court to be void or unenforceable, such provision shall in no way affect any other provision of this agreement, the application of such provision in any other circumstance or the validity or enforceability of this agreement and such provision shall be curtailed and limited only to the extent necessary to bring it within legal requirements.
The Owner hereby authorises the Purchaser to send all monies due to the Owner as follows which shall be a good and full and sufficient discharge for the monies so paid.
Account Name:
Account Number:
ABA Routing Number:
SWIFT CODE:
OR
The Owner hereby authorises and requests the Purchaser to pay all monies due to the Owner under this agreement to the Owner's duly authorised agent [NAME OF AGENT] of [ADDRESS OF AGENT] whose receipt shall be valid and binding on the Owner.
This agreement replaces, supersedes and cancels all previous arrangements, understandings, representations or agreements between the parties hereto either oral or written with respect to the subject matter hereof and expresses and constitutes the entire agreement between the Purchaser and the Owner with reference to the terms and conditions of the option granted and assignment of the Work and the Rights and no variation of any of the terms or conditions hereof may be made unless such variation is agreed in writing and signed by both of the parties.
A person who is not a party to this agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to rely upon or enforce any term of this agreement.
20.1 Any notices relating to this agreement will be validly given only if in writing and delivered personally or by courier, or sent by first class post (or air mail if overseas), recorded delivery or fax, to the intended recipient at the address or fax number set out in this agreement or such other address or fax number as the party in question may specify by notice. A notice shall not be valid if sent by email.
20.2 In the absence of evidence of earlier receipt, a notice is deemed given:
(a) if delivered personally or by courier, when left at the relevant address;
(b) if sent by post other than airmail, two days after posting it;
(c) if sent by airmail, six days after posting it; and
(d) if sent by fax, on completion of transmission, provided that the transmitting fax machine prints out a successful transmission report.
20.3 If a notice is deemed under clause 20.2 to have been given on a day other than a Business Day, that notice shall instead be deemed to be given on the next Business Day.
20.4 Each party shall immediately give notice to the other of a change in its address.
20.5 The address and fax number of each party for sending notices is:
(a) for the Purchaser:
(b) for the Owner:
21.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
21.2 The parties irrevocably agree that the courts of England and Wales shall have [non-]exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
This agreement has been entered into on the date stated at the beginning of it.
Signed by [NAME OF OWNER] |  | .................... |
| ||
Signed by [NAME OF DIRECTOR] | | .................... Director |
| ||
KNOW ALL MEN BY THESE PRESENTS: that for good and valuable consideration receipt of which is hereby acknowledged the undersigned [NAME OF OWNER] (Owner) hereby grants and assigns to [NAME OF PURCHASER] (Purchaser) the following rights:
All the cinematograph film, television and videogram rights and all audio-visual and similar recording rights, all merchandising rights and all rights incidental and ancillary thereto as such expressions are commonly understood in the cinematograph film and television industries and as are more particularly described in the Option Agreement made between the Owner and the Purchaser dated [DATE] (Main Agreement) in and to the following literary and dramatic work:
Title: [NAME OF WORK]
Written by: [NAME OF OWNER]
[Copyright Registration: [REGISTRATION NUMBER]]
This assignment is executed in accordance with and subject to the provisions of the Main Agreement.
IN WITNESS the hand of the Owner this [NUMBER] day of [MONTH] [YEAR]