Film Collaboration Agreement
Project Title
This collaboration agreement (the “Agreement”) is entered as of Agreement effective date, by and between Company 1 (Name) (“Company 1 short name”), on the one hand, and Company 2 (Name) (“Company 2 short name”), on the other hand, with respect to the proposed motion picture project currently entitled Project Title (the “Picture”). For convenience, Company 1 short name and Company 2 short name may each be referred to individually as a “Party” or collectively as the “Parties.” This Agreement is entered into with reference to the following:
WHEREAS, Company 1 short name owns and controls the rights to the screenplay for the Picture (the “Screenplay”).
WHEREAS, Company 2 short name wishes to collaborate with Company 1 short name in connection with the development, financing, production and exploitation of the Picture pursuant to the terms set forth below.
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
Formation of Company
The Parties intend to create a single purpose LLC or other entity for the purpose of developing, producing and exploiting the Picture (the “Company”). Company 1 short name will contribute its development and producing services to the Company, will assign all rights in and to the Screenplay to the Company (pursuant to the terms of an option purchase agreement between Company 1 short name and Company 2 short name, which shall contain, amongst other terms, an initial option fee of Option fee amount and currency for an option period of Option period duration, and a lien for all of Company 2 short name’s out of pocket costs in the event of a reversion), and shall assist in the raising of additional financing. Upon the expiration of the Option period duration both parties will negotiate in good faith for an extension of the property. Company 2 short name shall assign all rights acquired pursuant to the option purchase agreement to Company upon commencement of pre-production.
Company 2 short name will make or source financial contributions in accordance with the terms of this Agreement, assist in the raising of additional financing (if required) and participate in the development and production process as set forth more fully herein.
The Company will own Company copyright ownership % of the copyright to the Picture and all other ancillary and related rights, and each of Company 1 short name and Company 2 short name will own an undivided Ownership % per party interest in the Company. Company 2 short name will be the managing member of the Company. The operating agreement for the Company will be negotiated in good faith by the Parties, but in any event shall be consistent with the terms of this Agreement.
Company 1 short name Obligations
Following formation of the Company, Company 1 short name will develop the Picture for possible production. In this regard, Company 1 short name will perform all reasonable and customary development services rendered by producers of first-class motion picture productions. In addition, upon completion of the foregoing development activities, Company 1 short name, in consultation with Company 2 short name, will use good faith reasonable efforts to secure additional financing for the Picture (if required).
Company 2 short name Obligations
The parties intend to produce the Picture for an approved budget of approximately Total production budget amount, which the parties intend to fund via the Investment (as defined below), with the difference covered by production tax incentives paid via a state or country in which the Picture is produced (with the understanding that Company may secure a loan against an estimate of such tax credit proceeds).
Upon satisfaction of the Funding Conditions (as defined below), Company 2 short name will use good faith reasonable efforts to provide or source equity financing for the Picture in the amount of approximately Equity investment amount (the “Investment”).
The Investment will be held in the designated Company bank account until such time as the Parties have obtained a completion bond for the Picture (if Company elects to have the Picture bonded) and secured agreed-upon financing to cover anticipated tax credits or incentives, in accordance with the approved finance plan.
In this regard, Company 2 short name and Company 1 short name will mutually approve a budget, finance plan and cash flow for the Picture.
The funding of the Investment shall be subject to the satisfaction of the following:
i. Mutual approval of the budget for the Picture;
ii. Mutual approval of the finance plan for the Picture.
Company 2 short name or financing sources secured by Company 2 short name may elect to allow for the use of funds, pursuant to a mutually approved draw down schedule, from the Investment prior to the entire amount of the Investment being secured, if they so elect in their sole discretion.
In the event the equity investors (including Company 2 short name) in the Picture do not permit funds to be drawn down prior to the entire amount of the Investment being secured, then Company 2 short name will provide sufficient funding to cover certain mutually-approved development expenses (e.g., engaging a casting director, location scout, line producer, etc.) (the “Development Advance”), which Development Advance will be repaid to Company 2 short name (plus a return thereon at an annualized rate of Development advance interest %) as a budgeted production cost on the first day of principal photography of the Picture.
The budget of the Picture will be increased (i.e., “grossed-up”) to cover the amount of the Development Advance and the premium return thereon.
Company 2 short name shall have approval rights over Approval rights scope (e.g., final shooting budget, casting of lead roles, finance plan, distribution arrangements), which shall be exercised reasonably and in good faith.
Financing Terms
In consideration of Company 2 short name (or its source) actually providing the Investment, the following terms and conditions will apply:
a. Company 2 short name (and/or its source, as applicable) will receive a “Preferred Return” of Preferred return %% of the Investment or portion thereof (i.e., the amount of the Investment plus an additional return of Preferred return additional %% thereon). Company 2 short name (and/or its source) will recoup the Preferred Return immediately after the deduction from gross receipts of the following: distribution and sales fees and expenses, collection account fees (if any), union residuals (or a reserve established for the payment of union residuals), repayment of debt (if any).
After Company 2 short name and any applicable sources have received the Preferred Return in full, the remaining gross receipts after the deduction of the other ongoing expenses set forth above shall be deemed “Net Profits”, and shall be payable to any approved deferments and thereafter to Net Profits participants.
All Net Profits derived from the Picture and all rights therein and by-products thereof shall be allocated Investor share %% to equity investors in the Picture (the “Investors’ Share”), based on the proportion such investor’s contribution bears to the entire amount financed (i.e., the total equity invested in the Picture).
By way of illustration only, if a third party investor contributes Investor example contribution amount of a total equity raise of Total equity raise amount, then such investor will be entitled to receive Investor share % example% of the Investor’s Share (i.e., Investor overall net profit % example% of 100% of all Net Profits).
The remaining Producer pool % of Net Profits shall be allocated to the “Producer’s Pool”, provided that all third party participations shall be allocated and payable from the Producer’s Pool (i.e., any percentage thereof granted to actors, crew, etc.).
Company 2 short name may, in its sole and absolute discretion, make an equity investment for the production of the Picture to cover all or a portion of the Investment. If Company 2 short name elects to make such an investment, then Company 2 short name will enter into a separate agreement therefor with the Company, on terms to be negotiated in good faith, but consistent with the finance plan and the terms contained in this document, and in any event, on a favored nations basis with all other equity investors.
Production Terms
If the Picture is produced, the following terms and conditions will apply:
Producer Engagement
Producer 1 name, Producer 2 name and Producer 3 name will be engaged as the lead producers of the Picture on terms to be negotiated in good faith.
Director Engagement
Director name will be engaged as the writer and director of the Picture on terms to be negotiated in good faith.
Other Services
If any Party is engaged to perform services on the Picture other than producing or executive producing services (e.g., writing, directing, line producing, etc.), such services will be the subject of a separate agreement to be negotiated in good faith and the Party performing such services will be entitled to retain all forms of compensation for such services as his/its sole and exclusive property.
Consultations and Approvals
Company 1 short name will fully and meaningfully consult with Company 2 short name regarding the key creative and all business matters regarding the Picture. Company 2 short name will fully and meaningfully consult with Company 1 short name regarding the key creative and all business matters regarding the Picture.
As between Company 1 short name and Company 2 short name, Company 1 short name will have final decision-making authority on all creative matters (subject to Company 2 short name’s approval rights set forth in paragraph 3.d. above) and the Parties will approve all business matters in accordance with the Company operating agreement; provided, Company 1 short name will not be required to obtain Company 2 short name’s approval over individual expenditures within the budget once the budget, cash flow and finance plan have been agreed upon.
The Parties will use their respective consultation and approval rights reasonably and in good faith, and will not use such rights to renegotiate this Agreement, or to otherwise interfere with or prevent the development, finance, production, distribution, exploitation and exhibition of the Picture.
Books and Records
The Parties will have access to all books and records of the Company and the Picture for the purpose of performing quarterly reviews and annual audits.
Credits
Producer 1 name, Producer 2 name and Producer 3 name will be accorded “Producer” credit on the Picture in first position among all producer credits on a separate card in the main titles thereof, in paid ads (subject to customary exclusions), and anywhere the so-called billing block appears.
Subject to applicable WGA and DGA requirements, Writer name will be accorded “Written By” credit (on a shared card) and Director name shall be accorded “Directed By” credit on the Picture (on a separate card) in the main titles thereof, in paid ads (subject to customary exclusions), and anywhere the billing block appears.
Company 1 short name and Company 2 short name will each be accorded production company and logo credit equally, above the title of the Picture, on screen and in paid ads, and anywhere the billing block appears. Logo credits may be animated on screen, and shall appear as “bug” logo credits in the billing block. All other aspects of the foregoing credits will be determined by Company in its sole discretion.
Other Terms
This Agreement is deemed to include such other reasonable and customary terms as are included in agreements of this type, including without limitation subsequent productions, reciprocal representations, warranties and indemnities, prohibition on injunctive or equitable relief, notice and cure for alleged breaches, insurance coverage, travel, amenities (e.g., premieres and festivals, DVD copies, etc.), subject to good faith negotiation.
In this regard, it is anticipated that the Parties will execute a more formal agreement adopting the terms of this Agreement and incorporating such other terms as the Parties may agree upon following good faith negotiations. Until such time as the Parties enter into a more formal agreement, this Agreement constitutes the entire understanding of the Parties with respect to the subject matter hereof, supersedes all prior agreements and understanding, whether written or oral, with respect to the subject matter hereof, and cannot be modified except by written agreement of the Parties.
This Agreement may be executed in counterparts and/or by facsimile or email transmission and such electronic signatures will be binding as originals for all purposes.





















