Screenplay Collaboration Agreement

This screenplay collaboration agreement is between  , an individual ("") and  , an individual ("").

The parties are writers who wish to collaborate in the writing of a screenplay (the "Joint Work"), which has the working title .

The parties intend that their contributions be merged into inseparable or interdependent parts of a unitary whole.

The parties therefore agree as follows:

1. COLLABORATION ON WORK.

The parties shall collaborate in the writing of the Joint Work in accordance with this agreement, which applies only to the Joint Work.

2. REGISTRATION.

The parties shall register the Joint Work for copyright in the name of both parties, and each party designates the other as his or her attorney-in-fact to register the Joint Work with the United States Copyright Office. After the Joint Work is complete, the parties shall also register the Joint Work with the Writers Guild of America, WestEast, Inc. as a joint work of the parties. The parties shall be listed as coauthors and copyright claimants of the Joint Work. If the Joint Work is published, the authorship credits shall be given as follows: and .

3. OWNERSHIP OF JOINT WORK.

When the Joint Work has been completed, the parties shall own interests (each an "Interest") in the Joint Work in the following percentages:

: %

: %

Neither party may sell or dispose of the Joint Work or of his or her Interests without the prior written consent of the other party.

4. COMPLETION DATE.

The parties anticipate that the Joint Work will be completed no later than . The parties' failure to complete the Joint Work by this date will not be construed as a breach of this agreement.

5. DISTRIBUTIONS.

The parties shall distribute any money or other consideration derived from the sale or disposition of the Joint Work as follows:

<(a) to pay commissions, if any; <(b) to pay or reimburse either party's expenses made in connection with the Joint Work; and <(c) to the parties in proportion to their Interests. The parties shall share proceeds from a sale or other disposition of the Joint Work, including the sale of motion picture, sequel, prequel, remake, television film, television live, stage, radio, and book and other media publication rights, in proportion to their Interests.

6. WITHDRAWAL FROM COLLABORATION.

If a party withdraws from collaboration before the Joint Work is completed, he or she must give written notice of that withdrawal to the other party. If one party withdraws, the other party may complete the Joint Work, either alone or with another collaborator, and each party's Interest shall, if requested by either party, be revised by written amendment. The other party's continuation of the Joint Work may occur only with the consent of the party legally owning or controlling any preexisting material or work on which the Joint Work is based.

7. REPRESENTATIONS.

Each party hereby represents to the other that:

<(a) he or she is the sole owner of all interest in his or her contribution to the Joint Work. <(b) his or her contribution to the Joint Work is original, not in the public domain, not plagiarized, and does not contain anything libelous or obscene; <(c) his or her contribution to the Joint Work has not been assigned, transferred, licensed, pledged, or otherwise encumbered and he or she has not agreed to do so; <(d) he or she is not aware of any violation, infringement, or misappropriation of any third party's rights or any claims of rights (including existing intellectual property rights, rights of privacy, or any other rights) regarding his or her contribution to the Joint Work. <(e) he or she is not aware of any third-party consents, assignments, or licenses that are necessary to perform under this agreement; and <(f) he or she is not acting within the scope of employment of any third party when conceiving, creating, or otherwise performing any activity with respect to his or her contribution to the Joint Work.

Each party shall keep the other party informed of matters requiring mutual decision about the Joint Work. Each party shall respond to communications from the other party regarding the Joint Work, and from others having an interest in the Joint Work, in a reasonable and timely manner to prevent harm to or unreasonable delay of the creation, sale, or other disposition of the Joint Work.

8. AGENT.

shall be the parties' sole and exclusive agent in connection with the Joint Work or any rights in the Joint Work, until that agent is terminated by (or stops representing) the parties. All payments due or to become due to the parties in connection with the sale, lease, or license of the Joint Work shall be made to and in the name of this agent, who is authorized to receive these amounts on the parties' behalf. That agent shall receive gross commissions on all licenses of %. If the parties do not have an agent or other representation, those payments shall be made directly to the parties in accordance with their Interests.

9. VALUE.

The monetary value of the Joint Work may be fixed only by the mutual written consent of the parties.

10. EXPENSES.

All expenses for which the parties are mutually responsible may be incurred only with the prior written consent of both parties. If a party, without the consent of the other party, incurs an expense in order to advance the production or promotion of the Joint Work, the party making the expenditure cannot later require full or partial compensation for such expense from the other party.

11. INTELLECTUAL PROPERTY RIGHTS.

In accordance with section 3, the parties shall own jointly all copyright or other intellectual property rights in all incidents, plots, dialogue, characters, action, and titles forming a part of the Joint Work. If either party dies before the Joint Work is completed, the deceased party's rights in the copyright and other intellectual property rights are devisable to his or her successors. If the Joint Work is likely to be revised, the surviving party shall determine the compensation to be paid to the deceased party's successors.

12. TERMINATION.

If, before the Joint Work is completed, one party materially breaches his or her obligations under this agreement and that breach is not remedied within days of his or her receipt of written notice, the nonbreaching party may terminate this agreement.

13. DEFAULT AND REMEDIES.

If either party terminates this agreement because of the other party's default, the nonbreaching party, in addition to all rights he or she has under this agreement, shall have the right to exercise all remedies available at law or in equity. All rights and remedies are cumulative and the election of one remedy shall not preclude another. Any termination shall be without prejudice to accrued rights. Notwithstanding the termination of this agreement, the obligations intended to survive termination shall continue in full force and effect.

14. INDEMNIFICATION.

Each party shall indemnify the other party against all claims, actions, damages, losses, liabilities, and expenses, including reasonable attorneys' fees, arising out of or caused by any breach of any of the representations, undertakings, or agreements made by that party.

15.  ARBITRATION.GOVERNING LAW.

Any controversy or claim arising out of or relating to this contract or the breach of this contract, shall be settled by arbitration administered by the under its rules. The number of arbitrators shall be onethree. The place of arbitration shall be , . law shall apply. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction.

•  (a) Choice of Law. The laws of the state of  govern this agreement (without giving effect to its conflicts of law principles).
•  (b) Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts in County, .

Any dispute under this agreement shall be resolved by final and binding arbitration under the IFTA Rules for International Arbitration in effect as of the Effective Date of (the "Rules"). Each party waives any right to adjudicate any dispute in any other court or forum, except that a party may seek interim relief before the start of arbitration as allowed by the Rules. The Arbitration will be held in the forum and under the governing law designated in this agreement, or, if none is designated, as determined by the Rules.  The parties will abide by any decision in the arbitration and any court having jurisdiction to enforce it. The parties submit to the jurisdiction of the courts in the forum, with respect to interim relief, to compel arbitration or to confirm an arbitration award. The parties agree to accept service of process in accordance with the Rules and agree that service in accordance with the Rules satisfies all requirements to establish personal jurisdiction over the parties. Both parties waive application of the procedures for service of process pursuant to The Hague Convention for Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters. Both parties acknowledge that for an unsatisfied arbitration award that is confirmed by a court of competent jurisdiction, the prevailing party may request that the other party be barred from attendance at the American Film Market in accordance with the arbitration and barring provisions of the most current AFM Guidelines.

Notwithstanding any provision to the contrary in this Section 15, if any disputes arise concerning the interpretation or application of this agreement, or the rights or liabilities of the parties arising under this agreement, those disputes shall be submitted to the Writers Guild of America, WestEast, Inc. (the "Guild") for arbitration in accordance with the arbitration procedures of the Guild. The determination of the Guild arbitration committee as to all such matters shall be conclusive and binding on the parties.

16. AMENDMENTS.

No amendment to this agreement will be effective unless it is in writing and signed by both parties.

17. ASSIGNMENT AND DELEGATION.

<(a) No Assignment. Neither party may assign any of its rights under this agreement, except with the prior written consent of the other party. All voluntary assignments of rights are limited by this subsection. <(b) No Delegation. Neither party may delegate any performance under this agreement, except with the prior written consent of the other party. <(c) Enforceability of an Assignment or Delegation. If a purported assignment or purported delegation is made in violation of this section, it is void.

18. COUNTERPARTS; ELECTRONIC SIGNATURES.

<(a) Counterparts. The parties may execute this agreement in any number of counterparts, each of which is an original but all of which constitute one and the same instrument. <(b) Electronic Signatures. This agreement, agreements ancillary to this agreement, and related documents entered into in connection with this agreement are signed when a party's signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.

19. SEVERABILITY.

If any one or more of the provisions contained in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this agreement to be unreasonable.

20. NOTICES.

<(a) Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand, or other communication required or permitted by this agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email. <(b) Addresses. A party shall address notices under this section to a party at the following addresses:
• If to  

• If to  

<(c) Effectiveness. A notice is effective only if the party giving notice complies with subsections (a) and (b) and if the recipient receives the notice.

21. WAIVER.

No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.

22. ENTIRE AGREEMENT.

This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement about the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement's effectiveness.

23. HEADINGS.

The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement's construction or interpretation.

24. EFFECTIVENESS.

This agreement will become effective when all parties have signed it. The date this agreement is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this agreement.

25. NECESSARY ACTS; FURTHER ASSURANCES.

Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement.

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Each party is signing this agreement on the date stated opposite that party's signature.