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PURCHASE AGREEMENT

NEW ZEALAND WRITERS GUILD INC.

in association with the SCREEN PRODUCERS AND DIRECTORS ASSOCIATION


INDEX

BACKGROUND



  1. DEFINITIONS AND INTERPRETATION

  2. GRANT OF RIGHTS

  3. NO OBLIGATION

  4. PAYMENT

  5. PERIOD OF RIGHTS

  6. REVERSION OF RIGHTS

  7. FURTHER DOCUMENTATION

  8. AUTHORITY TO INSTITUTE PROCEEDINGS

  9. ASSIGNMENT OF RIGHTS BY PRODUCER

  10. CONFIDENTIALITY

  11. INDEMNITY

  12. FINANCIAL INFORMATION

  13. ACCESS TO FILM

  14. CREDIT

  15. NAME AND LIKENESS

  16. OTHER INVOLVEMENT OF AUTHOR

  17. MORAL RIGHTS

  18. INTELLECTUAL PROPERTY

  19. WARRANTIES

  20. DISPUTE RESOLUTION

  21. INDEPENDENT CONTRACTOR

  22. NOTICES

  23. MISCELLANEOUS

SCHEDULE

DISCLAIMER : this document is generic and intended as a guide only. Neither the New Zealand Writers Guild nor SPADA shall have any liability to any party using the document. It is strongly recommended that legal advice be sought in all cases.

THIS AGREEMENT dated this day of , 20 .

PARTIES

    1. __________________________________________ ("the Author")

    2. __________________________________________ ("the Producer")



BACKGROUND

  1. The Author has written and/or created the Work.

  2. The Producer wishes to produce and promote a Film based on the Work.

  3. The Author has agreed to grant certain rights in the Work for this purpose on the terms and conditions set out in this Agreement.

THE PARTIES AGREE AS FOLLOWS

  1. DEFINITIONS AND INTERPRETATION

    1. Definitions: In this Agreement the following terms shall have the meanings specified:

      Act

      means the Copyright Act 1994 of New Zealand.

      Ancillary Rights


      means the merchandising rights, stage rights, music publishing and soundtrack album rights in all audio media, music and publishing rights in relation to the Film, the right to exploit any audio visual, computer generated, electronic or mechanical work based or derived or inspired from the Film.

      Confidential Information


      means all Information regardless of the form it takes, the manner in which it is communicated to the Author, and whether the Author has been told that it is Confidential Information, relating to:

            1. the business, affairs, financial or commercial arrangements of the Producer or any other person dealing with the Producer;

            2. the Script;

            3. the Film; and

            4. all contracts or arrangements between the Producer and any other person dealing with the Producer;

      other than information which:

            1. at the time of disclosure to the Author was in the public domain or which subsequently enters the public domain without fault on the part of the Author; or

            2. is required to be disclosed by law; or

            3. both parties mutually agree in writing to release from the terms of this Agreement.

      Credit


      means the right of the Author to have his/her name included in the Film and all advertising or promotional materials relating thereto, as set out in part 2 of the Schedule.

      Deferment

      means a fee in respect of the provision of any services, rights, finance or facilities in connection with the production or exploitation of the Film or goods/services which are derived from Ancillary Rights payable in whole or in part out of Gross Receipts of exploitation of the Film or Ancillary Rights and which would be recognised as part of the Production Cost if it had been included in the budget and paid out of finance provided for the production of the Film or goods/services which are derived from Ancillary Rights.

      Film

      means a cinematograph film based on or using the Work and made by any means now or later known.

      Gross Receipts

      means the total receipts from the exploitation of the Film in any medium throughout the world for which distributors, licensees, agents or representatives shall account to the Producer and including but not limited to rebates, subsidies or grants in respect of exploitation of the Film, and proceeds from the exploitation of any Ancillary Rights in and to the Film, all sums received by the Producer by way of damages or compensation for any infringement of or interference with any rights in and to the Film or for breach of any agreement entered into for the exploitation of the Film and proceeds of sale of any production assets except to the extent that the proceeds of sale are used in reduction to the Production Cost, any claim for insurance in respect of the production and exploitation of the Film or any loss of moneys that would have been included in Gross Receipts once recovered. No sums shall be taken into consideration in computing Gross Receipts until actually paid to or received by the Producer in New Zealand in New Zealand dollars.


      Information

      all information, including without limitation, know-how, trade secrets, processes, concepts, ideas, data, business plans, reports and any other written, printed or electronically stored materials, including intellectual property of any nature whatsoever.

      Net Receipts

      means the Gross Receipts from the Film after certain deductions as set out in part 3 of the Schedule.

      Other Rights

      means all rights to and vesting in the Work other than the Rights, and includes, but is not limited to, the rights as set out in part 4 of the Schedule.

      Percentage Participation

      means any remuneration calculated as a percentage of Gross Receipts in respect of the provision of any services, rights, finance or facilities in connection with the production and/or exploitation of the Film or Ancillary Rights payable out of Gross Receipts and which would be recognised as part of the Production Cost if it had been quantified and paid out of finance provided for the production or exploitation of the Film or goods/services which are derived from Ancillary Rights.

      Production Cost

      means in respect of the production or exploitation of the Film or Ancillary Rights the actual cost as certified by the Producer’s accountants of making or producing the Film or the goods/services derived from the Ancillary Rights including the costs of development, production completion and delivery of the Film or goods/services derived from Ancillary Rights and trailers of the Film and including but not limited to all interest on borrowed money, banking and finance charges, legal and accounting fees, insurance, taxes and royalties attributable to the Film or goods/services derived from Ancillary Rights, fees for personnel involved in the production of the Film or goods/services derived from Ancillary Rights, cost of acquisition of copyrights in any works or other subject matter reproduced in the Film or goods/services derived from Ancillary Rights, recovery of any moneys advanced by the Producer to make up any shortfall in the production budget and any costs, tax payable and interest thereon, the amount of all judgements, recoveries, settlements, losses, costs and expenses, including reasonable legal fees, sustained or incurred by the Producer in connection with any claim, actions or proceedings relating to the production and distribution of the Film or goods/services derived from Ancillary Rights, other subject matter or mechanical or other processes used in connection with the production of the Film or goods/services derived from Ancillary Rights, but excluding any Deferments and any Percentage Participations.


      Purchase Fee

      means the sum payable for the assignment of the Rights, as set out in part 5 of the Schedule.

      Rights

      means the sole and exclusive rights to produce and exploit the Work as set out in part 6 of the Schedule.

      Script

      means the entire script for the Film, including all drafts of the script, all parts of the script, the final form of the script and any treatment.

      Shooting Script

      means the final form of the Script approved by the Producer for use at the commencement of principal photography of the Film.

      Timeframe

      means the period of time as set out in part 7 of the Schedule.

      Work

      means the work developed by the Author, as set out in part 8 of the Schedule.

      Working Day

      a day other than a Saturday or Sunday, or a statutory public holiday in New Zealand.


    2. Interpretation: In the interpretation of this Agreement, unless the context otherwise requires:

      1. reference to a party includes that party’s executors, administrators, successors and permitted assigns;

      2. words in the singular shall include the plural and vice versa;
      3. any obligation not to do anything includes an obligation not to suffer, permit or cause that thing to be done;


      4. headings have been inserted for convenience only and shall not affect the construction of this Agreement;

      5. reference to a statute includes all statutes amending, consolidating or replacing the statute referred to;

      6. references to clauses and schedules shall be construed as references to the same in this Agreement.
  2. GRANT OF RIGHTS


    1. In consideration for the payment referred to in clause 4, the Author assigns to the Producer the Rights.

    2. The Producer acknowledges that all rights not specifically included in the Rights, in particular the Other Rights, remain the sole property of the Author.

    3. The Author agrees not to enter into any agreement that could involve a conflict with the rights granted to the Producer pursuant to this Agreement without the prior written approval of the Producer.
  3. NO OBLIGATION


    1. Nothing in this Agreement shall oblige the Producer to:

      1. use the Work;

      2. produce, distribute or exhibit the Film; or

      3. exploit or exercise any of the Rights.
  4. PAYMENT


    1. In consideration for the Rights assigned by the Author under this Agreement, the Producer agrees to pay to the Author the Purchase Fee on execution of this Agreement.
    2. If the Film is completed and marketed, the percentage of Gross Receipts and Net Receipts specified in part 5 of the Schedule shall be distributed to the Author quarterly for the first 2 years after completion of the Film and annually thereafter. Each distribution of Gross Receipts and Net Receipts shall be accompanied by a report setting out in detail all income received and expenditure made in respect of the Film in the preceding quarter or year (as the case may be).


    3. All payments pursuant to this Agreement are in New Zealand dollars and are exclusive of goods and services tax. Any goods and services tax payable shall be paid upon receipt of an accurate tax invoice.

    4. Nothing in this Agreement shall prevent the Author from being entitled to receive income collected by authorised collecting societies of any country in respect of any rental and lending rights and/or in respect of any educational copying, retransmission or private copying levy and/or in respect of any other similar rights to which the Author may hereafter become entitled under the laws of any country in connection with the exploitation of the Film. Nothing herein shall impose any obligation on the Producer to make or collect such payments.
  5. PERIOD OF RIGHTS


    1. This Agreement shall take effect on the date of its execution by both parties.

    2. The Author may require the Producer to re-assign the Rights to the Author, at no cost to the Author, if the Producer at any time prior to the expiry of the Timeframe informs the Author that the Producer or any assignee of the Producer under this Agreement does not intend to proceed with production of the Film.

    3. The Rights shall be reassigned to the Author without prejudice to any claim the Author may have under this Agreement and at no cost to the Author if:

      1. production of the Film has not commenced within the Timeframe; or

      2. the Author terminates this Agreement under clause 5.5.

    4. Notwithstanding clauses 5.2 and 5.3, the Author may agree to further extend the Timeframe upon such terms and payment as can be mutually agreed between the parties.

    5. This Agreement may be terminated before the end of the Timeframe by the Author by notice in writing to the Producer with immediate effect if:

      1. the Producer fails to make any payment required under this Agreement, provided that before issuing a notice terminating this Agreement the Author shall give at least 15 working days notice in writing of the default to the Producer and shall only terminate the Agreement if the default has not been remedied at the end of that 15 working day period; or


      2. the Producer becomes insolvent, or enters into a composition with the Producer’s creditors or proposes to do so, or stops or suspends (or threatens to stop or suspend) payment of any of the Producer’s indebtedness, or ceases or threatens to cease to carry on its business, or a receiver is appointed over any part of the Producer’s assets, or an application or order is made, resolution passed or other step taken by a person for the liquidation of the Producer, or a statutory manager is appointed over the Producer or any step is taken with a view to any such appointment.

    6. Termination or expiration of this Agreement shall not affect any rights of a party against any other party which accrue up to and including the date of termination or expiration, or any provision of this Agreement which, by its nature, survives termination.
  6. REVERSION OF RIGHTS


    1. If the Rights are re-assigned to the Author in accordance with clause 5.2 or 5.3:

      1. the Producer agrees to do all things necessary for the purpose of effecting such assignment back to the Author (time being of the essence); and

      2. all but one copy of the Work and all material relating thereto in the possession or control of the Producer shall, at the election of the Author, either be returned to the Author or destroyed; and
      3. the Producer shall immediately cease all use of the Work and all material relating thereto; and


      4. no payments made under this Agreement by the Producer to the Author nor any part thereof shall be refunded by the Author to the Producer and any amounts owing but not yet paid by the Producer to the Author shall remain owing notwithstanding the termination of the Rights.
  7. FURTHER DOCUMENTATION


    1. Each party agrees to do all things and sign all documents reasonably necessary or appropriate to give full effect to the provisions of this Agreement.

    2. The Author irrevocably grants the Producer a power of attorney to execute any documents as described in clause 7.1 on behalf of the Author in the event that the Author is unavailable or unwilling to execute any such documents.

    3. The Producer irrevocably grants the Author a power of attorney to execute any documents as described in clause 7.1 on behalf of the Producer in the event that the Producer is unavailable or unwilling to execute any such documents.
  8. AUTHORITY TO INSTITUTE PROCEEDINGS


    1. The Producer has the right to institute proceedings to protect and preserve the Rights granted by this Agreement.

    2. The Author agrees to provide whatever assistance is reasonably necessary in order for the Producer to protect and preserve the Rights granted by this Agreement.

    3. Any costs and/or expenses reasonably incurred by the Author in the giving of assistance as described in clause 8.2 shall be paid or reimbursed by the Producer.
  9. ASSIGNMENT OF RIGHTS BY PRODUCER

    1. The Producer may not assign the Rights without first offering the Author the opportunity to buy back the Rights by written notice at an amount to be agreed upon between the parties acting reasonably and in good faith. The Author and the Producer shall agree the purchase price for the Rights, and the Author shall either accept or reject the Producer’s offer, within 15 working days from the date of receipt by the Author of the Producer’s notice.


    2. If the Author chooses not to buy back the Rights or the parties cannot agree on the purchase price for the Rights within the timeframe specified in clause 9.1, the Producer may assign the Rights but only after having consulted with the Author as to the proposed Assignee. For the avoidance of doubt such consultation will not bind the Producer.

    3. If the Producer assigns the Rights it shall be relieved of all liabilities and obligations under this Agreement from the date of such assignment unless otherwise agreed in writing, provided that the assignee has entered into a covenant to observe, perform, fulfil and keep all and every covenant and condition on the part of the Producer contained in this Agreement and also covenanted not to further assign this Agreement without first securing a similar covenant from the successive assignee. If no such covenant has been secured by the Producer, then the Producer shall remain primarily liable for all its liabilities and obligations under this Agreement.

    4. The Producer will notify the Author in writing of any assignment of the whole or any part of this Agreement within 14 days of such assignment.

    5. The Author may not assign the whole or any part of the Author’s obligations under this Agreement without the prior written consent of the Producer, except that the Author may assign the benefits of this Agreement in respect of the Fee.
  10. CONFIDENTIALITY


    1. The Producer agrees not to disclose any material relating to and provided by the Author and/or relating to the Author’s business affairs that might reasonably be understood to be confidential or to have been disclosed in confidence.
    2. The Author shall not, except with the prior written consent of the Producer, either directly or indirectly use, copy, publish or disclose to any person, or permit to be disclosed to any person, any Confidential Information.


    3. The parties agree that the contents of this Agreement shall remain confidential and shall not be disclosed to any other party except where such disclosure:

      1. is reasonably necessary to give effect to the terms and conditions of this Agreement; or

      2. is to the professional advisors of the parties for the purposes of obtaining professional advice, funding, financing or distribution in relation to the Film.
  11. INDEMNITY


    1. The Author indemnifies the Producer against any loss or damage (including legal costs on a solicitor-client basis or expenses reasonably incurred) arising from a breach by the Author of the warranties or undertakings on the part of the Author contained in this Agreement.

    2. In the event that any action or claim is brought against the Producer for breach of copyright or confidentiality, or for defamation, the Producer:

      1. shall give written notice to the Author of such action or claim; and

      2. shall not compromise or settle any such claim or action without the Author’s prior written consent, such consent not to be unreasonably withheld.

    3. The Producer indemnifies the Author against any loss or damage (including legal costs on a solicitor-client basis or expenses reasonably incurred) which arises from any material included in the Work at the instigation of the Producer, the Producer’s agents or any other party associated with the Producer.

    4. In the event that any action or claim is brought against the Author in respect of any material included in the Work at the direction or request of the Producer, the Producer’s Agents or any other party associated with the Producer, the Author:

      1. shall immediately give written notice to the Producer of such action or claim; and
      2. shall not compromise or settle any such claim or action without the Producer’s prior written consent, such consent not to be unreasonably withheld.

  12. FINANCIAL INFORMATION


    1. Within 60 days of the production budget for the Film being finalised, the Producer will provide to the Author notification of the amount of that budget to the nearest half million dollar band.

    2. The Producer will, on reasonable written notice from the Author, allow the Author or the Author’s agents or professional advisors reasonable access to the Producer’s books of account (only as they apply to the Author) including agreements, documents or other materials relating to the financial aspects of the Film, for the purposes of examining or auditing the same.

    3. Where such an examination or audit is carried out and errors in the Producer’s favour of more than 5% are revealed, the cost of the examination or audit will be met by the Producer.
  13. ACCESS TO FILM


    1. The Author has the right to attend, only with the prior consent of the Producer:

      1. any read-through of the Script; and

      2. other relevant stages of the production of the Film.

    2. The Producer may, within reason, require the attendance and assistance of the Author at parts of the production of the Film. The Producer shall meet the reasonable travel, accommodation, and other costs or expenses incurred by the Author in so attending or assisting.

    3. The Producer shall supply the Author with one preview copy of the completed Film, in a format reasonably appropriate for the Film.
    4. The Author agrees that any information or material received as a result of clause 13.1, 13.2 or 13.3 shall constitute Confidential Information and will not be disclosed to any third party prior to the release date of the Film, unless the Author is requested to do so by the Producer.

  14. CREDIT


    1. Prior to the first day of principal photography the Producer shall provide the Author with a copy of the Shooting Script. The Author shall within a reasonable period of being provided with the Shooting Script advise the Producer in writing whether the Author wishes to have his/her name removed from the credits and/or publicity and/or promotional material associated with the Film or wishes to use an alternate name in such credits and/or materials.

    2. Subject to clause 14.1, if or when the Film is completed the Producer:

      1. shall ensure that the Author receives the Credit; and

      2. shall take all reasonable steps to ensure that the distributors and other licensees of the Film accord the Author the Credit on all prints and advertising and/or promotional materials issued by those distributors or licensees.

    3. Unless the Producer is in breach of clause 14.2.2, the Producer shall not be liable to the Author for any failure by any distributor or other licensee of the Film to accord the Author the Credit.

    4. Wherever the Author is given a credit, that credit shall be of the same size, prominence and, where applicable, screen time as any credit given to the Director(s) and/or Producer(s).

    5. The Author and the Producer agree to submit any dispute between them relating to credit for adjudication to the New Zealand Writers Guild, and agree to accept as final and be bound by any decision made by that body in accordance with its credit arbitration procedure.
  15. NAME AND LIKENESS

    1. Subject to clause 14.1, the Author grants to the Producer the right to use and permit others to use the Author’s name, biography, and likeness for the purpose of obtaining finance for the Film and, subject to the Producer proceeding to make the Film based on or making use of the Work, for the purpose of publicising, promoting and exploiting the Film.


    2. The Producer may not use and may not authorise others to use the Author’s name, biography or likeness in association with, or depict the author as, endorsing any product or service other than the Film without the Author’s prior written consent.
  16. OTHER INVOLVEMENT OF AUTHOR


    1. If the Author is to be employed in any other role in the production of the Film, e.g. as associate producer, executive director, or story consultant, a separate agreement governing that relationship shall be negotiated in good faith and entered into by the parties.
  17. MORAL RIGHTS


    1. The Author asserts to the fullest extent allowable by law all moral rights (including rights of attribution) the Author has now or may have at any time in the future in relation to the Work and in relation to the Rights (including pursuant to Part IV of the Act), except if there is a contractual obligation on the Producer or the Producer’s primary funder or from an international funder, distributor or other provider of finance that requires these moral rights to be waived. If there is such an obligation the Author waives all moral rights in the Work.
    2. Notwithstanding clause 17.1 above, the Author consents to reasonable material alterations that accord with industry practice being made to the Work to enable the Producer to comply with the reasonable requirements of third parties that are necessary to allow the Producer to exploit or exercise the rights granted by this Agreement. Examples include, but are not limited to, alterations for the purposes of fitting the Film within a TV time slot, to incorporate advertisements, to meet legal broadcasting or classification requirements, to dub or subtitle the film into other languages, to make inflight versions of the Film or to use excerpts of the Film for advertising or promotional purposes.

  18. INTELLECTUAL PROPERTY


    1. This Agreement does not grant the Author any ownership of the Film or of any associated materials not provided by the Author, including, but not limited to, promotional or marketing materials, scripts, trailers or posters.
  19. WARRANTIES


    1. The Author warrants that:

      1. the Work is an original work and does not infringe the copyright of any other person, except to the extent that material has been included in the Work at the direction or request of the Producer or the Producer’s agents;

      2. the Author is the sole owner of the Work (except to the extent that material has been included in the Work at the direction or request of the Producer or the Producer’s agents) and is lawfully entitled to enter into this Agreement; and

      3. the Work does not contain any material that is either defamatory or in breach of confidence; and

      4. the Author has not granted any rights in the Work or entered into any agreements that could conflict with or detract from the rights granted pursuant to this Agreement and will not do so while this Agreement remains in force; and

      5. the Author has no knowledge of any litigation pending that may restrict the Producer’s rights under this Agreement.

    2. The Producer warrants that, where material is included in the Work at the direction or request of the Producer or the Producer’s agents:

      1. the Producer has obtained all copyright clearances and other authorisations necessary for the inclusion of the material in the Work; and

      2. the material is not defamatory; and
      3. the material has not been obtained and its use will not constitute a breach of confidence, passing off, unfair competition or misleading or deceptive conduct.


    3. Each party warrants that it has obtained independent legal advice prior to entering into this Agreement.
  20. DISPUTE RESOLUTION


    1. The parties agree to resolve any dispute or difference arising out of or in connection with this Agreement (except where any such dispute or difference is regarding credit and therefore subject to clause 14.5) in the spirit of good faith by negotiation between appropriate people from each party.

    2. Failing resolution under clause 20.1 within 10 working days, the parties may agree to mediation before an independent mediator.

    3. If any dispute is not resolved under clause 20.2 within one month of the date of referral to mediation, that dispute will be finally resolved by arbitration under the Arbitration Act 1996 before a sole arbiter agreed by the parties (or failing agreement nominated by the President of the New Zealand Law Society) who will decide the dispute in accordance with the substantive law of New Zealand.

    4. Nothing in this clause is to apply to disputes or differences relating to termination of the Agreement, or shall prevent a party from taking urgent action for interlocutory relief.
  21. INDEPENDENT CONTRACTOR


    1. The parties acknowledge and agree that the Author is engaged as an independent contractor and neither this Agreement nor any of its terms and conditions shall be deemed to create a partnership, a joint venture or employee/employer relationship or that of a dependent contractor between the parties. The Author agrees that it is the Author’s responsibility to pay any taxes owing by the Author on the Fee.
  22. NOTICES

    1. Any notice required to be served shall be deemed to have been duly and properly served if correctly addressed and sent by pre-paid registered first class post or delivered by hand or sent by facsimile to the party to be served in each case at the address specified in the Contact Details or any subsequent address duly notified to the other party in writing and acknowledged. The date of service shall be deemed to be the actual date of delivery if served personally or if posted, within three working days of having been sent or, if faxed, the date of transmission without any notice of incomplete transmission.

  23. MISCELLANEOUS


    1. This Agreement constitutes the entire understanding of the parties and replaces any previous agreements or understandings between them in relation to the Work, the Film and/or the Rights.

    2. No waiver or variation of this Agreement shall be effective unless in writing and signed by or on behalf of both parties. In particular, any failure to enforce any clause or right granted in this Agreement shall not constitute waiver of that clause or right or any other clause or right granted in or by this Agreement.

    3. In the event that any part of this Agreement shall be held by a court of competent jurisdiction to be unlawful or otherwise unenforceable, the remainder of this Agreement shall remain in full force and effect to the maximum extent possible.

    4. Neither party shall be liable for any delay or failure to perform its obligations pursuant to this Agreement and the performance of such a party’s obligations will be suspended if such delay is due to any act, omission or circumstance reasonably outside of the control of the party, including acts of God, strikes, earthquakes, storms, fires, natural disasters, acts of war, terrorism, sabotage and revolution.

    5. The laws of New Zealand shall govern this Agreement and the parties agree to submit to the exclusive jurisdiction of the New Zealand courts.

EXECUTED AS A DEED

_____________________________________ ___________________________

by the Author Signature of witness

___________________________

Name of witness

___________________________

Occupation of witness

_____________________________________ ___________________________

by or on behalf of the Producer Signature of witness

___________________________

Name of witness

___________________________

Occupation of witness


SCHEDULE

Part 1 – contact details

The contact details for the parties are as follows:


  • Producer:



  • Author:

Part 2 - credit

The Producer will give the Author a screen credit for the Script in the Film and all advertising and/or promotional materials relating thereto, as follows:



  • If the Script is an original work created by the Author then the credit shall begin with the words “Written by”. If the Script is based on an original work created by another party, then the credit shall begin with the words “Screenplay by”.

  • If the Author is the sole contributor to the Script the credit shall be as follows :

“[Screenplay/Written] by [Author’s name]”

  • If the Author’s engagement is terminated for any reason or the Producer engages another person who contributes to the Script and the Percentage Contribution of the Author is 50% or greater, then the Author agrees to share the credit as follows:

“[Screenplay/Written] by [Author’s name] and [other contributor’s name]”

  • If the Author’s engagement is terminated for any reason or the Producer engages another person who contributes to the Script and the Percentage Contribution of the Author is less than 50%, then the Author agrees to share the credit as follows:

“[Screenplay/Written] by [other contributor’s name] and [Author’s name]”

  • If the Producer makes the Film without basing it on or making use of the Script or the Treatment or any draft of the Script or the Treatment then the Author shall not be entitled to receive credit.


Part 3 – net receipts

Net Receipts means the Gross Receipts from the exploitation of the Film or the script of the Film by any means or medium whether now or later known, after:


  • deduction of all distribution fees payable under any licensing, sales agency or distribution agreement;

  • deduction of all distribution expenses, being any and all expenses incurred in the marketing, distributing and exploitation of the Film;

  • recoupment of all production costs, being the actual cost of development, production, completion and delivery of the Film and trailers of the Film;

  • deduction of all deferments, being any fee in respect of the provision of services, rights, finance or facilities in connection with the production or exploitation of the Film;

  • deduction of all Percentage Participation; and

  • deduction of cost of finance.



Part 4 – other rights

The Other Rights include, but are not limited to the rights to:



  • write, print and publish other prose versions of the Work (novelisation rights), other than synopses and descriptions of the Work in journals, booklets, magazines, programs, posters, lobby displays, press books, newspapers and periodicals for the purpose of advertising or publicising the Film;

  • any stage play, radio play or performance based on the Work provided that no such stage play will be presented within 2 years from the date of first exhibition of the Film without the prior consent of the Producer, such consent not to be unreasonably withheld;

  • prequel rights, sequel rights, spin-off rights, re-make rights, television series or serial rights, adaptations.



Part 5 – purchase fee

The Purchase Fee is:

  • NZ$____________ (excluding GST) or _______________ per cent ( %) of the Film’s production budget, whichever is greater, and of which $___________ is payable on execution of this Agreement, the remainder to be payable on the commencement of principal photography; and


  • ___________________ per cent ( %) of the Net Receipts; and

  • ___________________ per cent ( %) of the Gross Receipts.



part 6 - rights

The Rights are the sole and exclusive rights, in all countries in the world other than ______________________________________________________, to:



  • make, produce, sell, distribute and exhibit the Film by any means now or later known;

  • re-write, reproduce and publish treatments, screenplays and other versions of the Work and to exploit the same;

  • to change, revise, delete from, add to and/or re-arrange the Work;

  • record and reproduce sounds of any kind (in English or in a foreign language, or in music or by special effects) in connection with the Film, by any means now or later known;

  • produce foreign language versions of the Film (including dubbing or sub-titling);

  • reproduce by any means such copies of the Work as are necessary for purposes of making the Film;

  • prepare and use synopses and descriptions of the Work in journals, booklets, magazines, programs, posters, lobby displays, press books, newspapers and periodicals for the purpose of advertising or publicising the Film in all media currently known or later developed;

  • make or license the making of a film about the production of the Film;
  • broadcast or transmit the Film on any format or medium currently known or later developed (including, amongst other things, on television, pay television and the internet);


  • transmit the Film to subscribers to diffusion services;

  • make, distribute, sell, lease and hire copies of the Film in any format or medium currently known or later developed;

  • broadcast by television or radio and transmit to subscribers to diffusion services, for advertising and publicity purposes only, excerpts of the Work of no more than 5 minutes (provided that the Author owns this right);

  • where sound recordings of the Film can be separately performed, to make, distribute, sell, lease and hire sound recordings of the Film in any format or medium currently known or later developed, to perform such sound recordings in public, to broadcast them by television and radio and to transmit them to subscribers to diffusion services;

  • secure in the name of the Producer copyright registration and protection of the Film and sound recordings;

  • the benefit of the so-called ‘merchandising rights’, as that term is understood in the film industry of New Zealand, including but not limited to the manufacture and sale of goods reproducing, depicting or decorated with the characters, scenes, themes, incidents and articles appearing in the Film and to protect such manufacture and sale by registration in the Producer’s name or otherwise as the Producer may think fit of patents, trade marks, designs or otherwise as may be available anywhere in the world;

  • do in states or countries other than New Zealand all other acts that are protected by the laws of those states or countries and are reasonably incidental to the acts expressly mentioned in this Schedule.



part 7 - timeframe

The Timeframe is from the date of this Agreement until the earlier to occur of:


  • the date that is _____ years after the date of this Agreement; or


  • the _____ day of __________________, 20___; or

  • such later date as may be mutually agreed in writing between the parties pursuant to clause 5.4.



part 8 - work

The Work is a project going by the working title _____________________________________, described as _______________________________________________________________________ and includes but is not restricted to the script, concept, character biographies, outlines, treatment and scene breakdowns included therein.



 New Zealand Writers Guild 2001





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