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Draft a distribution agreement
€13.84 – €19.06Price range: €13.84 through €19.06Certainly. Below is a **Distribution Agreement** for a film, written in a formal legal style, outlining the essential terms related to film distribution.
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### **DISTRIBUTION AGREEMENT**
This Distribution Agreement (the “Agreement”) is entered into as of [Effective Date], by and between:
**Producer**: [Producer’s Name/Company Name], a [Jurisdiction] [Corporation/LLC], with its principal office at [Producer’s Address] (“Producer”),
and
**Distributor**: [Distributor’s Name/Company Name], a [Jurisdiction] [Corporation/LLC], with its principal office at [Distributor’s Address] (“Distributor”).
**RECITALS**
WHEREAS, Producer is the sole owner of the film titled *[Film Title]* (the “Film”), a [genre, e.g., drama, documentary, etc.], with a running time of approximately [x] minutes;
WHEREAS, Producer desires to grant Distributor the exclusive or non-exclusive right to distribute the Film, and Distributor desires to accept such rights, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:
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### 1. **Grant of Distribution Rights**
1.1 **Grant of Rights**: The Producer hereby grants to the Distributor, subject to the terms of this Agreement, the exclusive or non-exclusive right to distribute, exhibit, and exploit the Film in the following territories: [list territories, e.g., worldwide, or specific countries/regions].
1.2 **Media Formats**: The Distributor is granted the right to distribute the Film in the following media formats: [list formats, e.g., theatrical release, television, home video, digital streaming, video on demand, etc.].
1.3 **Duration of Rights**: The rights granted in this Agreement shall commence on the Effective Date and shall continue for a period of [x] years, with the possibility of renewal upon mutual written consent of both parties.
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### 2. **Territory and Exclusivity**
2.1 **Territory**: The Distributor’s rights to distribute the Film are exclusive (or non-exclusive) in the following territories: [list specific regions or “worldwide”].
2.2 **Sub-Distribution**: The Distributor has the right to sublicense the distribution rights to third-party sub-distributors within the agreed-upon territory. Any sublicensing arrangement shall be subject to the prior written approval of the Producer, and the terms of such sublicenses must be consistent with the terms of this Agreement.
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### 3. **Compensation and Royalties**
3.1 **Advance Payment**: Upon execution of this Agreement, Distributor shall pay Producer an advance of [amount] (the “Advance”), which shall be recoupable against future gross revenues from the distribution of the Film.
3.2 **Revenue Sharing**: The Distributor agrees to pay the Producer the following revenue share from the gross revenues derived from the distribution of the Film:
a) [Percentage]% of gross revenues for theatrical distribution;
b) [Percentage]% of gross revenues for home video/DVD distribution;
c) [Percentage]% of gross revenues from digital distribution (e.g., streaming, VOD).
3.3 **Reporting**: The Distributor shall provide the Producer with quarterly statements detailing gross revenues, deductions, and amounts due to Producer. Payments of royalties shall be made within [x] days following the end of each reporting period.
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### 4. **Marketing and Promotion**
4.1 **Marketing Materials**: The Distributor agrees to use commercially reasonable efforts to promote and market the Film. The Producer shall have the right to approve marketing materials, including posters, trailers, and digital assets, to ensure that they are consistent with the Film’s creative vision and branding.
4.2 **Promotional Costs**: The Distributor shall bear all costs related to the marketing, promotion, and advertising of the Film. Any out-of-pocket expenses related to promotional activities shall be recouped from the gross revenues before royalty payments are made to the Producer.
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### 5. **Producer’s Obligations**
5.1 **Delivery of Film**: The Producer shall deliver to the Distributor a final version of the Film, including all necessary technical and legal deliverables such as master copies, subtitles, credits, and any required documentation.
5.2 **Cooperation**: The Producer agrees to cooperate with the Distributor and assist in the distribution efforts, including providing access to talent for promotional activities (e.g., interviews, press events, etc.).
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### 6. **Warranties and Representations**
6.1 **Producer’s Warranties**: The Producer represents and warrants that:
a) The Producer is the sole owner of the Film and has the full right and authority to enter into this Agreement.
b) The Film does not infringe upon any third-party rights, including copyrights, trademarks, or other intellectual property rights.
c) The Producer has obtained all necessary licenses, consents, and permissions for the exploitation of the Film.
6.2 **Distributor’s Warranties**: The Distributor represents and warrants that it has the experience, resources, and ability to distribute the Film in the agreed-upon territories and media formats.
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### 7. **Indemnification**
7.1 **Indemnification by Producer**: The Producer agrees to indemnify, defend, and hold harmless the Distributor from any claims, damages, or liabilities arising from the breach of any representation or warranty made by the Producer in this Agreement.
7.2 **Indemnification by Distributor**: The Distributor agrees to indemnify, defend, and hold harmless the Producer from any claims, damages, or liabilities arising from the breach of any representation or warranty made by the Distributor in this Agreement.
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### 8. **Term and Termination**
8.1 **Termination for Breach**: Either party may terminate this Agreement in the event of a material breach by the other party, provided that the breach remains uncured for a period of [x] days after written notice.
8.2 **Effect of Termination**: Upon termination, all rights granted to the Distributor shall revert to the Producer, and the Distributor shall cease all distribution and exploitation of the Film. Any outstanding payments shall remain due to the Producer.
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### 9. **Miscellaneous Provisions**
9.1 **Governing Law**: This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction].
9.2 **Dispute Resolution**: Any dispute arising out of or in connection with this Agreement shall be resolved through [arbitration/mediation], and the parties agree to submit to the jurisdiction of the courts in [Location].
9.3 **Force Majeure**: Neither party shall be held liable for failure to perform its obligations under this Agreement if such failure is due to causes beyond its reasonable control, including but not limited to acts of God, war, or government regulations.
9.4 **Entire Agreement**: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements or understandings, whether written or oral.
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**IN WITNESS WHEREOF**, the parties hereto have executed this Distribution Agreement as of the Effective Date.
**Producer**:
[Producer’s Name]
[Authorized Signature]
[Title]
[Date]
**Distributor**:
[Distributor’s Name]
[Authorized Signature]
[Title]
[Date]
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### **Explanation of Key Terms:**
1. **Grant of Rights**: This section outlines the scope of the distributor’s rights, including the territories and media formats in which the Film can be distributed.
2. **Compensation**: The financial terms, including the advance, royalties, and percentage of revenue, are defined to ensure the producer is compensated appropriately for the use of the Film.
3. **Marketing and Promotion**: Defines the responsibilities of both parties in marketing the Film and ensures that the Producer’s brand and creative vision are maintained.
4. **Warranties and Representations**: Both parties make representations and warranties to ensure that they have the authority to enter into the Agreement and that no third-party rights are violated.
5. **Indemnification**: Protects each party from legal liabilities arising from breaches of the Agreement.
This **Distribution Agreement** is essential for formalizing the relationship between the Producer and Distributor, ensuring the Film is distributed and promoted according to mutually agreed terms. The terms can be adjusted based on specific distribution channels, territories, or business models.
Draft terms for software usage
€14.63 – €18.37Price range: €14.63 through €18.37Certainly. Below is an example of how to draft **Terms of Use** for a software application, using a generic name for the software. These terms can be adapted based on specific software features and the relevant legal requirements.
### Example: Terms of Use for “TechSuite Software”
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**Terms of Use**
**Last Updated: [Date]**
These Terms of Use (“Terms”) govern your use of the software application named *TechSuite Software* (the “Software”), provided by [Company Name], a [legal entity type, e.g., corporation] (“we”, “our”, or “us”). By accessing or using the Software, you (“User” or “you”) agree to comply with and be bound by these Terms. If you do not agree with these Terms, you must refrain from using the Software.
**1. License Grant**
– Subject to these Terms, [Company Name] grants you a limited, non-exclusive, non-transferable, and revocable license to use the Software solely for your personal or internal business purposes and in accordance with any applicable documentation.
– This license does not grant you any rights to the source code of the Software or any other proprietary components of the Software.
**2. Acceptable Use**
– You agree to use the Software only for lawful purposes and in accordance with these Terms.
– You will not:
– Engage in activities that may damage, disable, or impair the functionality of the Software.
– Reverse engineer, decompile, disassemble, attempt to derive the source code, or otherwise exploit the Software beyond the authorized usage as described herein.
– Use the Software to infringe upon the intellectual property rights or violate the privacy of others.
– Use the Software in any manner that violates applicable laws, regulations, or third-party rights.
**3. Account Registration**
– In order to use certain features of the Software, you may be required to register for an account. You agree to provide accurate, current, and complete information during the registration process and to update such information as necessary.
– You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.
**4. Fees and Payment**
– Access to certain features of the Software may require payment of a fee. The applicable fees will be outlined in the Software’s pricing documentation.
– By using paid features, you agree to pay all fees associated with such features in a timely manner. Failure to do so may result in the suspension or termination of your access to the Software.
**5. Ownership and Intellectual Property**
– The Software, including all associated intellectual property, such as trademarks, copyrights, patents, and trade secrets, is owned by [Company Name] or its licensors.
– You do not acquire any ownership rights to the Software, and these Terms do not grant you any rights, title, or interest in the intellectual property related to the Software.
**6. Privacy and Data Collection**
– Your use of the Software may involve the collection of personal data. Please refer to our Privacy Policy for information regarding the data we collect, how it is used, and the choices available to you regarding your data.
**7. Termination**
– [Company Name] reserves the right to terminate or suspend your access to the Software at any time, with or without cause, including but not limited to violations of these Terms.
– Upon termination, your license to use the Software will immediately end, and you agree to cease all use of the Software.
**8. Disclaimer of Warranties**
– The Software is provided “as is” without warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.
– [Company Name] does not guarantee that the Software will be error-free, secure, or meet your specific requirements.
**9. Limitation of Liability**
– To the maximum extent permitted by applicable law, [Company Name] will not be liable for any indirect, incidental, special, or consequential damages arising from your use or inability to use the Software, even if [Company Name] has been advised of the possibility of such damages.
**10. Indemnification**
– You agree to indemnify and hold harmless [Company Name] and its affiliates, officers, employees, and agents from any claims, damages, losses, and expenses arising from your use of the Software or your violation of these Terms.
**11. Governing Law**
– These Terms shall be governed by and construed in accordance with the laws of [State/Country], without regard to its conflict of law principles.
– Any disputes arising under these Terms shall be resolved in the courts located in [Jurisdiction], and you consent to the exclusive jurisdiction and venue of such courts.
**12. Changes to Terms**
– [Company Name] reserves the right to modify or amend these Terms at any time. Any changes will be effective upon posting the updated Terms on our website. Your continued use of the Software after the posting of the updated Terms will constitute your acceptance of those changes.
**13. Miscellaneous**
– If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
– These Terms represent the entire agreement between you and [Company Name] concerning the Software, superseding all prior agreements or understandings.
**Contact Information**
– If you have any questions about these Terms, please contact us at:
[Company Contact Information, e.g., email address, phone number, etc.]
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### Explanation of Key Sections:
1. **License Grant**: Specifies the scope of the license, including permitted uses and the exclusion of source code access.
2. **Acceptable Use**: Establishes restrictions on usage, such as prohibiting reverse engineering and unlawful use.
3. **Account Registration**: Defines the user’s responsibility for account management and security.
4. **Fees and Payment**: Outlines any associated costs for premium features, if applicable.
5. **Ownership and Intellectual Property**: Clarifies that the company retains ownership of all intellectual property related to the software.
6. **Privacy and Data Collection**: Refers users to the Privacy Policy, as software often collects personal data.
7. **Termination**: Details under what circumstances the company may suspend or terminate the user’s access to the software.
8. **Disclaimer of Warranties**: Denies any guarantees regarding the software’s performance or security.
9. **Limitation of Liability**: Limits the company’s liability for damages, reducing legal exposure.
10. **Indemnification**: Protects the company from legal costs arising from the user’s actions.
11. **Governing Law**: States which jurisdiction’s laws govern the agreement and where disputes will be resolved.
12. **Changes to Terms**: Allows the company to update the terms as necessary, with user consent implied through continued use.
13. **Miscellaneous**: Covers other legal formalities, such as the validity of provisions and the entirety of the agreement.
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### Legal Considerations:
1. **Clarity**: Ensure the Terms of Use are clear and easily understandable to avoid disputes.
2. **Enforceability**: The provisions must comply with applicable consumer protection laws and regulations to be enforceable.
3. **Customization**: Modify the terms as needed to reflect the specific features and risks associated with your software.
4. **Updates**: Keep the Terms of Use current and ensure users are notified of significant changes.
If you have specific features or legal concerns regarding your software, feel free to provide additional details for further customization.
Outline terms for a book adaptation
€12.11 – €18.37Price range: €12.11 through €18.37Certainly. Below is an outline of the **main terms** typically involved in adapting a book into a film, taking into account the legal and contractual elements crucial for both the author and the production company.
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### **Outline of Main Terms for Adapting the Book “The Great Adventure” into a Film**
**1. Grant of Rights**
1.1 **Exclusive Film Rights**: The Author (or the Author’s representative) grants the Producer or Production Company (the “Licensee”) an exclusive license to adapt the book titled *The Great Adventure* (the “Book”) into a feature-length film (the “Film”).
1.2 **Territory**: The rights granted shall be worldwide, including but not limited to all media formats such as theatrical, television, streaming, digital, and home video, as well as merchandising rights, unless otherwise specified.
1.3 **Duration**: The option to adapt the Book into a Film shall remain in effect for a period of [X] years, with the possibility of extension upon mutual agreement of the parties.
1.4 **Right to Adapt**: The Licensee shall have the right to adapt the Book in any manner, including modifying the content, characters, plotlines, or other elements for film production.
**2. Option and Exercise of Rights**
2.1 **Option Period**: The Licensee shall have an option period of [X] months from the execution of this Agreement to develop and produce the Film, during which time the Licensee may exercise the exclusive rights granted herein.
2.2 **Exercise of Option**: Upon successful exercise of the option, the Licensee will notify the Author of its intent to move forward with the Film production, and the parties will proceed to finalize the terms for the production and distribution of the Film.
**3. Financial Terms**
3.1 **Advance Payment**: The Licensee shall pay the Author an advance of [Amount] upon execution of this Agreement, to be recouped from any subsequent revenues earned from the Film’s exploitation.
3.2 **Royalties**: The Author shall receive a royalty of [percentage] of the net profits generated from the Film, subject to the customary deductions for distribution, marketing, and production expenses.
3.3 **Profit Participation**: In addition to royalties, the Author may be entitled to a share of the gross or net profits of the Film, to be defined in detail based on the final terms of the distribution agreement.
**4. Credit and Attribution**
4.1 **Screen Credit**: The Author shall be entitled to screen credit in the Film, including credit as the “Author of the Original Work” in the opening or closing credits, in a position of prominence agreed upon by the parties.
4.2 **Written Acknowledgment**: The Author shall also receive acknowledgment in marketing materials, trailers, posters, and other promotional materials associated with the Film, consistent with the level of prominence agreed.
**5. Creative Control and Consultation**
5.1 **Consultation Rights**: The Author shall be granted the right to provide input on key creative decisions, such as casting and the director, but will not have final approval over these elements unless otherwise agreed.
5.2 **Approval Rights**: The Author may have approval rights over certain aspects of the Film, including changes to the characters, plot, or storyline that may substantially alter the themes or message of the Book.
5.3 **Consultation Fee**: If the Author is to be involved in any substantial consultations or rewrites, the Author shall be compensated at an agreed-upon rate for such services.
**6. Production and Delivery Schedule**
6.1 **Production Schedule**: The Licensee agrees to commence production within [X] months of the execution of the Agreement and to complete production within [X] months/years.
6.2 **Delivery of Film**: The Licensee agrees to deliver the final cut of the Film to the Author for review [X] days before the planned release date to ensure the Author’s consultation rights are respected.
**7. Marketing, Distribution, and Merchandising**
7.1 **Distribution Rights**: The Licensee shall have the exclusive right to distribute the Film in all media formats and in all territories, subject to the Author’s approval for the initial distribution plan.
7.2 **Merchandising**: The Licensee shall have the right to create and sell merchandise based on the Film, including but not limited to clothing, toys, books, and other products. The Author will receive a [percentage] royalty from merchandising revenue.
7.3 **Marketing**: The Licensee agrees to create and execute a marketing strategy for the Film’s release, with input from the Author where applicable.
**8. Moral Rights and Adaptation**
8.1 **Moral Rights**: The Author retains the right to object to any use of the Book or Film that would harm the Author’s reputation or dignity, subject to the limitations imposed by applicable copyright law.
8.2 **Adaptation Integrity**: The Licensee agrees not to create any adaptation or derivative work that alters the fundamental nature of the original Book in a way that is inconsistent with the Author’s intent and vision, except as permitted under this Agreement.
**9. Termination and Default**
9.1 **Termination for Non-Performance**: If the Licensee fails to commence production or deliver the Film within the specified time frame, the Author may terminate this Agreement with written notice, and all rights granted to the Licensee shall revert to the Author.
9.2 **Termination for Breach**: In the event of any material breach by either party, the non-breaching party shall have the right to terminate this Agreement upon [X] days written notice, unless the breach is cured within that time.
**10. Miscellaneous Provisions**
10.1 **Governing Law**: This Agreement shall be governed by and construed in accordance with the laws of [State/Country].
10.2 **Dispute Resolution**: Any disputes arising out of this Agreement shall be resolved through [mediation/arbitration], and the parties agree to submit to the jurisdiction of the courts of [specified jurisdiction].
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### **Explanation of Key Terms:**
1. **Grant of Rights**: This section establishes the exclusive rights granted to the Licensee (the film producer) to adapt the Book into a Film and outlines the territory and duration of those rights.
2. **Financial Terms**: Details the payments and royalties the Author will receive, including advances, royalties, and potential profit participation.
3. **Creative Control**: Specifies the rights of the Author to be involved in the creative process and consultation while also setting boundaries on their level of control over the production.
4. **Marketing and Merchandising**: Addresses the Licensee’s right to use the Book for merchandising and distribution, and ensures the Author receives a fair share of revenue from these activities.
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This **Outline for Adapting a Book into a Film** provides a framework for negotiating and structuring an agreement between an author and a production company. The terms aim to ensure fair compensation for the author while granting the necessary rights for the producer to bring the project to fruition. If additional or more specific terms are required, such as relating to specific production processes or the inclusion of other media, they can be tailored further to the context of the adaptation.