MMAPGX DIRECTORS AGREEMENT
DIRECTOR'S AGREEMENT
This Agreement is entered into as of ________, 20__ between MMAPGX, INC. ("Producer") and
____________________________________ ("Director") in connection with the motion picture currently entitled
"_____________________________________________" (the "Picture").
Engagement. Producer hereby engages the services of Director, subject to all the terms and conditions of this Agreement.
Term and Services.
2.1 The term of Director's engagement hereunder ("Term") shall commence on or about ________, 20__ with respect to pre-production, and on or about ________, 20__ with respect to principal photography of the Picture, and shall continue until completion of the answer print and delivery of the Picture to the sales agent for the Picture.
2.2 Director's services shall be on a "pay or play" basis and shall be exclusive to Producer from commencement of the Term through and including completion of principal photography of the Picture, and non-exclusive but on a first priority basis thereafter.
2.3 Director shall render all services customarily rendered by persons engaged in the capacity of directors of first-class motion pictures of comparable budgets, as and to the extent required by Producer. Without limiting the foregoing, Director shall render services in connection with the preparation, staging, rehearsal, production and post-production of the Picture and of any lead-ins, lead-outs, promotions, commercials, trailers and other materials to be prepared or exhibited in connection with the Picture during the Term. Director shall have the right to prepare up to two (2) director's cuts of the Picture (provided both director's cuts are completed within five (5) weeks after completion of principal photography) and shall thereafter be available, subject to Director's professional availability, for further consultation and supervision, as Producer may reasonably require, with regard to editing, looping, post-synching and music (other than services relating to securing a soundtrack deal) relating to the Picture. Director shall perform all of the foregoing services without additional compensation except as may be required under this Agreement. Director shall render his services hereunder conscientiously and devote his best talents, efforts and abilities thereto, subject to the supervision, control and direction of Producer and within the budget and production schedule established by Producer. Producer's judgment shall be final and controlling with respect to all matters respecting the rendition of Director's services hereunder, including but not limited to any and all matters involving artistic taste or judgment. The services to be rendered by Director shall be rendered at such locations and at such times as Producer may designate in Producer's sole discretion. Notwithstanding the foregoing, Producer shall meaningfully consult with Director with respect to the engagement of the principal cast and key creative personnel, the budget, the production schedule, the locations, and music.
- Compensation.
3.1 Basic Compensation. As compensation for all services rendered hereunder and all rights granted hereunder to Producer, and provided Director fully performs all material services required by Producer hereunder and is not in material default hereof, Producer shall pay Director the greater of the sum of One Hundred Thousand Dollars ($100,000) or, if the "Adjusted Budget" (as defined hereinafter) is greater than Five Million Dollars ($5,000,000), two percent (2%) of the Adjusted Budget ("Basic Compensation"). As used herein, the term "Adjusted Budget" means the budget of the Picture as defined in the completion guaranty agreement with respect to the Picture, excluding salary and fringes to all key cast members for their acting and/or producer services, all actual financing costs of the picture (including but not limited to interest, finance charges, and insurance guarantee costs), delivery element costs required by the completion guarantor to be included in the budget, and any bonds required by any union or guild. The Basic Compensation shall be payable as follows:
3.1.1 Twenty percent (20%) from the first drawdown of the production financing;
3.1.2 Sixty percent (60%) in equal weekly installments during principal photography;
3.1.3 Ten percent (10%) on completion of the director's first cut; and
3.1.4 Ten percent (10%) on delivery of the Picture to the sales agent for the Picture (the "Sales Agent").
3.2 Contingent Compensation. Upon condition that Director shall perform all of the services for which Director is engaged hereunder, Director shall be entitled to receive an amount equal to five percent (5%) of one hundred percent (100%) of Producer's Net Receipts from the Picture (as hereinafter defined).
3.2.1 Producer's Net Receipts shall mean: (i) all Gross Receipts (as hereinafter defined) in connection with the Picture obtained by or credited to the Sales Agent after deduction of the Sales Agent's sales commission of not more than twenty-five percent (25%) of foreign Gross Receipts (inclusive of any and all fees or expenses of sub-agents or distributors) and ten percent (10%) of United States Gross Receipts; and (ii) any and all receipts by the Producer from the rights in connection with the Picture, including, without limitation, ancillary exploitation; less (a) an amount equal to the actual out-of-pocket negative cost of the Picture, including interest, financing costs and insurance guarantee costs, and (b) third party profit participations and/or deferred compensation, and (c) any SAG-AFTRA or other union or guild residuals which may from time to time become due pursuant to any union or guild agreement entered into by Producer with respect to the Picture. Notwithstanding the foregoing, Director's portion of Producer's Net Receipts pursuant to this Paragraph shall be computed, determined and paid on the same basis and based on the same sources of income as all other net profit participants' corresponding "Net Receipts" are computed, determined and paid (provided that, subject to the sole discretion of Producer, third party profit participations and/or deferred compensation may be excluded from the foregoing calculation of Producer's Net Receipts for purposes of determining amounts, if any, due to Director). Producer makes no representation that the Picture will generate any net receipts, or any particular amount of net receipts.
3.2.2 Reasonably detailed accounting statements and related payments will be rendered within thirty (30) days after Producer's receipt of accounting statements from the distributor(s) of the Picture, but no less frequently than quarterly for the first three years following the initial release of the Picture, semi-annually for the next three years, and annually thereafter. All accountings shall be deemed final unless Director shall have provided Company with written notice of any objection relating to the accountings within twenty-four (24) months after the dates such accountings are received by Director. Any legal action based on the accountings shall be instituted not later than six (6) months after the date any such objection is received by Company. Director shall have the right to designate a Certified Public Accountant or representative to inspect and make copies of the books and records of Producer as they relate to the Picture. Such inspection shall be made at Director's expense on not less than fifteen (15) business days prior written notice, during Producer's normal business hours and not more frequently than once during any twelve (12) month period provided, that if the discrepancy is finally determined to be 10% or more in favor of Director (verifiable by a mutually acceptable independent certified public accountant), Director shall be entitled to be reimbursed the reasonable costs of such inspection. No audit shall continue for more than thirty (30) business days consecutively or in the aggregate.
Travel/Expenses. It is anticipated that the shooting location for the Picture will be the Los Angeles area. If Producer requires Director to travel more than fifty (50) miles outside of Los Angeles County, Producer will provide Director with first-class air transportation between Los Angeles and the shooting location (if available and if used), first-class hotel accommodations (room and tax only) and an expense allowance (per diem) of Seventy-Five Dollars ($75) per day (which per diem shall be favored nations with all other persons entitled to receive per diem in connection with the Picture). While Director's services are required by Producer on location outside of Los Angeles, Producer will provide Director with a rental car. The above expense allowance shall be in lieu of reimbursement for any and all meals and all other incidental living expenses.
Office. While Director is rendering services during the final four weeks of pre-production and during principal photography in connection with the Picture, Producer shall furnish Director with an office (equipped with customary amenities) and, at Producer's discretion, with the non-exclusive services of a secretary/assistant.
Ownership and Rights Granted.
6.1 As between Producer and Director, the Picture and all materials pertaining thereto or included therein and all rights therein and all of the results and proceeds of Director's services hereunder, including all copyrights (and renewals and extensions of copyright) and trademarks, and whether such results and proceeds consist of literary, dramatic, or any other form of works, are and shall be for all purposes the sole and exclusive property of Producer forever, Director's services hereunder being deemed for such purposes a work-for-hire within the meaning of the U.S. Copyright Law. Notwithstanding whether or not Director's services are deemed a work-for-hire, Director hereby irrevocably, forever and throughout the universe assigns and transfers to Producer all rights, title and interest of every kind and nature in and to such results and proceeds, including without limitation copyright and all rights as of any kind and character in and to all materials, appearances or services of any kind which Director may direct, stage, perform, compose, suggest or produce hereunder. In the event that Producer shall desire to secure separate assignments with respect to any of the foregoing, Director agrees to duly execute and deliver the same upon Producer's request therefor and an opportunity for Director's legal counsel to review; it being expressly agreed, however, that all rights herein granted or agreed to be granted to Producer shall vest in Producer whether or not such separate assignments are requested by Producer or are executed and delivered.
6.2 Director shall not transfer or purport to transfer any right, title or interest in or to any of the rights herein granted to Producer, nor shall he at any time authorize or willingly permit any person to infringe in any way upon such exclusive rights as are hereby granted to Producer. Director hereby authorizes Producer in his name (provided Director reasonably consents to a suit being brought in his name) or otherwise to institute any proper legal proceedings to prevent such infringement or to enforce Producer's rights or to seek any remedies. All rights granted by Director to Producer hereunder are irrevocable and shall vest in Producer and Producer's successors and assigns whether this Agreement expires in normal course or whether Director's employment hereunder or this Agreement is sooner terminated for any cause or reason.
6.3 Without limiting the generality of the foregoing, Producer shall have the unlimited right to produce, cut, edit, add to, subtract from, arrange, rearrange and revise in any manner the Picture and all materials relating thereto or incorporated therein.
6.4 Without limiting the generality of the foregoing, Producer shall also have in perpetuity, the unlimited, universal right to exploit and use the Picture or any part or element thereof in any manner and in any or all media whether now known or hereafter devised, without any additional obligation to Director except as specifically provided in this Agreement.
6.5 Without limiting the generality of the foregoing and to the fullest extent allowable under any applicable law, Director hereby waives the benefits of any provision of law known as "droit moral" or any similar law which Director may have in any country of the world, and Director agrees that Director will not institute, support, maintain, authorize or consent to any action or lawsuit on the ground that the Picture in any way constitutes an infringement of Director's "droit moral" or is in any way a defamation or mutilation of the Picture or any part thereof or contains unauthorized variations, alterations, modifications, changes or translations, and Director hereby indemnifies and holds Producer harmless from and against any claim, action, proceeding or demand brought, maintained, prosecuted or made on any such ground by Director, or any other person (if the same be brought, made, prosecuted or maintained with Director's consent or permission), and from and against any and all loss, cost or expense incurred by Producer, its successors, licensees and assigns in connection therewith, including, but not limited to, reasonable outside attorneys' fees and costs whether or not litigation is commenced.
- Use of Name and Likeness; Credit.
7.1 Director hereby grants to Producer, its successors and assigns, the irrevocable right, forever and throughout the universe, to use and give publicity to, and to license others to use and give publicity to, Director's name, approved likeness and approved biography solely in connection with the advertising and publicizing of the Picture or any part or element thereof, but not as an endorsement of any product or service.
7.2 On Screen. Provided that Director is not in material default hereof, Producer shall accord Director credit as director in the main titles of all prints and tapes of the Picture, in substantially the following form: "Directed by David Director," on a separate card as the last credit in the main titles in a size of type no smaller than any other credit on screen. In addition, Director shall be accorded credit in the main titles immediately preceding the title (unless this position is given to a cast member(s), in which case this credit will immediately precede such cast member(s) credit) on a separate card in substantially the following form: "A David Director Picture." All other aspects of Director's credit shall be determined in Producer's sole discretion.
7.3 Paid Advertising. The credits provided for in Paragraph 7.2, above, shall also be accorded in the billing block portion of all paid advertising relating primarily to the Picture issued by or under the direct control of Producer and in all such paid advertising in which any producer or any other non-cast person receives credit, and in the billing block on soundtracks, DVDs and similar devices, in a size of type no smaller than thirty-five percent (35%) of the size of the "regular" title. The possessory credit, i.e., "A David Director Picture," shall be in a size of type no smaller than any presentation credit. If an artwork title is used Director's credit shall appear in lettering not less than 20% of the average size of the lettering used for the artwork title. All paid advertising credit shall be subject to the customary exclusions, provided that Director shall receive credit in excluded ads (except prize, award, nomination or congratulatory ads naming only the person honored), if any non-cast member (except the distributor) is accorded a credit in such excluded ad.
7.4 No inadvertent or casual failure by Producer or its licensees or assigns to accord credit as aforesaid shall be deemed a breach of this Agreement, provided that after written notice of any failure to accord credit, Producer agrees to use reasonable efforts to prospectively cure any such failures. Producer shall contractually require its third party distributors of the Picture to accord Director credit as provided herein.
- Director Representations and Warranties. Director hereby represents, warrants and agrees as follows:
8.1 Director is free to enter into this Agreement and to grant the rights herein granted and is not subject to any obligation or disability which will materially interfere with or prevent the performance by Director of all of his material obligations to be kept or performed by him hereunder. Director has not made nor will he make any grant or assignment which will conflict with or materially impair the complete enjoyment of the rights and privileges granted or owned by Producer hereunder. This Agreement is not subject to any claim against Producer with respect to Director for fees or commissions by any of Director's agents, personal representatives or any other person or entity. Director shall pay when due all taxes and other contributions required to be made to any governmental authority with respect to the compensation payable hereunder and shall hold Producer harmless therefrom.
8.2 All materials created, submitted or suggested by Director hereunder shall be wholly original with Director except as the same may be copied from works or other materials in the public domain, and shall not infringe upon or violate any right of any kind or nature whatsoever of any person or entity and shall not give rise to any claim of infringement of copyright or other proprietary rights, libel, slander or invasion of any personal or privacy rights or any similar claims; it being understood that no approval of any such items by Producer shall relieve Director from the sole liability or responsibility for a breach of this paragraph.
Producer Representations and Warranties. Producer hereby represents, warrants and agrees that it is free to enter into this Agreement.
Publicity.
10.1 Director will not furnish or authorize any advertising matter or publicity of any form relating to the Picture, Director's services in connection therewith, or Producer or its operations or personnel, without the prior written approval of Producer; provided, however, that Director shall have the right to make incidental non-derogatory mention of Director's services hereunder in interviews relating primarily to Director and personal promotional materials.
10.2 Subject to Director's professional availability, Director shall engage in reasonable publicity and promotional activities, interviews and personal appearances (the "Promotional Services") to promote the Picture at such locations and times as Producer shall request without payment of additional compensation to Director. In the event such Promotional Services require Director to travel to a location more than Fifty (50) miles from Director's residence in Los Angeles, California, Producer agrees to provide Director with reasonable first-class accommodations and travel (if available and if used) and living expenses of Seventy-Five Dollars ($75) per day.
Non-DGA. Director's services hereunder shall be rendered pursuant to this Agreement but shall not be subject to the DGA Basic Agreement.
Insurance; Physical Examinations. Producer may secure in its own name or otherwise, and at its own expense, life, health, accident, cast or other insurance covering Director and/or others and Director shall have no right, title or interest in or to any such insurance. If Director shall be required to assist Producer to procure such insurance, Director shall submit to such medical and other examinations, and sign such applications and other instruments in writing, as may be reasonably and customarily required by Producer and any insurance company to which applications for such insurance shall be made. Director shall have the right to have his personal physician present at any such examination, at Director's sole expense. Director represents and warrants that Director knows of no physical defect or other reason that would prevent Producer from obtaining insurance on Director without payment of an extraordinary premium and without exclusions.
Suspension. The occurrence of any one or more of the following events shall give Producer the right to suspend (upon written notice to Director) the rendition of services and accrual of compensation hereunder (but not payment of compensation for services previously rendered):
13.1 "Incapacity" Defined. The material interference with Director's ability to fully perform Director's material obligations hereunder by reason of mental, physical or other disability. Producer may, at its discretion and expense, have Director examined at any time by such physician(s) as Producer may reasonably designate. Director may have his own personal physician present at such examinations at Director's sole expense.
13.2 "Force Majeure" Defined. The material interruption of or material interference with the development, pre-production, production, post-production of the Picture by reason of any cause or occurrence beyond the control of Producer including, without limitation, fire, flood, acts of God, strike or other labor disturbance, war, riot, political unrest, governmental action, regulations or decrees, casualties, accidents, illness or incapacity of Director or a principal member of the cast of the Picture, or other events which are customarily considered events of force majeure in the motion picture and television industry, which causes Producer to suspend production of the Picture and the employment of all other personnel engaged in connection therewith.
13.3 "Default" Defined. Director's failure or refusal to report or render material services when and as required hereunder, or to perform any material covenant or condition of this Agreement. Any statement by Director or Director's representatives of Director's intention not to perform hereunder shall be deemed a default. The failure of Director to confirm in writing Director's intention to comply with Director's obligations hereunder (generally or specifically) after Producer's request for such confirmation shall be deemed an immediate default, regardless of whether the time for any particular obligation has yet arrived.
13.4 Effect of Suspension. Each suspension shall continue until ended by Producer or until the end of the event giving rise to such suspension, whichever first occurs. Any event of incapacity or default shall be deemed to have ended when Director reports to Producer unconditionally ready, willing and able to render services, or otherwise cures the incapacity or default and gives Producer written notice thereof. At Producer's election, the Term and all dates for giving of notices hereunder shall be extended by the period of time during which such suspension shall continue and a reasonable period thereafter (as determined by Producer) to allow Producer to resume its activities in an orderly manner. Director shall not render services in the entertainment industry for parties other than Producer during any suspension, except that during any suspension for force majeure, Director may render services for others, but promptly upon the end of such suspension, Director shall resume his services hereunder. In the case of a suspension for incapacity or default which extends beyond four (4) consecutive weeks, Director may terminate this Agreement by written notice to Producer during the further continuation of such suspension, except that if Producer, within one (1) week after its actual receipt of Director's notice of termination elects to end the suspension and resume payments, this Agreement shall not be terminated.
- Termination.
14.1 Termination For Incapacity. If a suspension for incapacity continues for five (5) consecutive business days during the last four (4) weeks of pre-production and during production (or for two [2] weeks at all other times), Producer may thereafter terminate this Agreement by written notice at any time during the continuation of any such suspension.
14.2 Termination For Force Majeure. If a suspension for force majeure continues for a period or aggregate period of six (6) weeks, Producer may terminate this Agreement by written notice at any time during the continuation of such suspension. If a suspension for force majeure continues for a period or aggregate period greater than six (6) weeks, Director may terminate this Agreement at such time except that if Producer, within one (1) week after actual receipt of Director's notice of termination, elects to end the suspension and resume payments, this Agreement shall not be terminated. Producer shall only have the right to terminate/suspend Director if all other cast members and key crew are similarly terminated/suspended. Director shall have the right to be reinstated if the production is subsequently resumed.
14.3 Termination For Default. Producer may terminate this Agreement at any time during a suspension for an uncured material default.
14.4 Effect of Termination. If Producer or Director exercise their respective rights of termination hereunder, such exercise shall terminate Producer's obligation to pay Director any monies which have not accrued or become payable at the time of termination. No such termination shall waive any other right which Producer or Director may have, at law or otherwise, or affect any right herein granted or warranty herein made by Producer or Director.
No Obligation to Proceed. Nothing contained herein shall in any way obligate Producer to use Director's services hereunder or to include the results and proceeds of Director's services in the Picture or to produce, exhibit, advertise or exploit the Picture; provided, however, nothing contained in this paragraph shall relieve Producer of its obligations to pay Director the Basic Compensation specified in paragraph 3 of this Agreement at the times and manner and subject to the conditions and contingencies described herein. If Producer elects to exercise its "pay or play" right as set forth above, Director shall have no obligation to mitigate damages, provided, however, if Director renders services in the entertainment industry as a director during what would have been the period of Director's services hereunder seventy-five percent (75%) of all monies earned by Director for such services shall be applied against and reduce the monies payable to Director pursuant to this Paragraph 15. Producer may retain others to provide directing and editing services with respect to the Picture, and footage and sound shot, edited or produced by such other persons, may comprise all or any portion of the completed Picture.
Remedies.
16.1 The services to be rendered by Director hereunder are of a special, unique, unusual, extraordinary and intellectual character which gives them a peculiar value, for the loss of which Producer cannot be reasonably or adequately compensated in damages, and a breach by Director of the provisions of this Agreement shall cause Producer irreparable injury and damage. Director therefore expressly agrees that Producer shall be entitled to seek injunctive and other equitable relief to prevent a breach of this Agreement or any part thereof by them and to secure the enforcement of this Agreement. Resort to such equitable relief, however, shall not be construed to be a waiver of any other rights or remedies which Producer may have in the premises, including without limitation the right to recover damages.
16.2 In no event shall Director seek or be entitled to rescission, injunctive or other equitable relief, Director specifically waiving any such right, and acknowledging that his remedies shall be limited to the seeking of money damages in an action at law.
Assignment. Producer shall have the right to assign, license and to delegate this Agreement in whole or in part, or any or all of Producer's rights, obligations, options or privileges hereunder, to any entity, and this Agreement and any or all of said rights, obligations, options and/or privileges may in turn be transferred by any assignee, successor, transferee or delegatee, provided that Producer shall not be relieved of its obligations hereunder by reason of such assignment unless the assignee is a major studio, U.S. television or cable network, or a “mini-major.” Director acknowledges that the services to be rendered by Director hereunder are of the essence of this Agreement and that neither this Agreement nor any of Director's rights or obligations hereunder may be assigned, delegated or otherwise transferred (it being understood, however, that Director shall have the right to assign to not more than one [1] party its right to receive compensation hereunder).
Indemnities. Director hereby indemnifies Producer and those claiming under Producer (including without limitation any distributor or exhibitor), and the officers, directors, shareholders and agents or employees thereof, from and against any liabilities, losses, claims, demands, costs (including without limitation reasonable outside attorneys' fees and litigation expenses) in connection with any breach of any warranty, representation or agreement of Director under this Agreement. Producer agrees to indemnify Director from and against any liabilities, losses, claims, demands, costs (including without limitation reasonable attorneys' fees and litigation expenses) arising from Director's use pursuant to the Agreement of any material furnished to Director by Producer or from the development, production, distribution, and/or exploitation of the Picture, unless it results from or is caused by a breach of this Agreement by Director. It is hereby agreed that either party hereto shall, upon receipt of the presentation of any claim or notification of the institution of any action with respect to which indemnification might be required hereunder, promptly notify the other of the presentation of such claim or the institution of such action.
Immigration Reform and Control Act Of 1986 (IRCA). Employment (or the engagement of services) hereunder is subject to Director providing the requisite documents required by IRCA and completing and signing the required Form I-9 pursuant to IRCA section 274a.2. Director shall comply with the immigration verification employment eligibility provisions required by law.
Notices. All notices to Director shall be given in writing to Director by personal delivery, fax, email, or first-class mail to the above-listed address. Notices to Producer shall be given in writing by personal delivery, fax, email, or first-class mail to the above-listed address. Either party may designate a substitute address by written notice to the other. A notice given by delivery or confirmed fax or email transmission shall be deemed received on the date delivered or transmitted, and a notice given by first-class mail, postage prepaid, shall be deemed received three (3) business days after the date of mailing.
Complete Understanding. This Agreement sets forth the complete understanding between Director and Producer with respect to the subject matter hereof, and all prior agreements have been merged herein, whether written or oral, and may not be modified except by a written instrument signed by the party to be charged. Director acknowledges that no representation or promise not expressly contained in this Agreement has been made by Producer or any of its agents, employees or representatives.
Governing Law. The laws of the State of California applicable to contracts signed and to be fully performed within the State of California shall apply to this Agreement. In the event of any legal proceedings between the parties hereto in respect to this Agreement the prevailing party shall be entitled to attorneys' fees and litigation expenses to be awarded by the court, in addition to any other remedies.
Additional Insured. Producer shall cause Director to be named as an additional insured under the Errors and Omissions, General Liability and Workers Compensation insurance policies relating to the Picture.
DVD. Upon condition that Director performs all of the material services and obligations required to be performed by Director hereunder, Producer shall provide Director with a DVD of the Picture for Director's private use.
Counterparts. This Agreement may be executed in counterparts, all of which taken together shall constitute one and the same Agreement.
Arbitration. Any controversy or claim arising out of, or relating to, this Agreement, the breach thereof, or the validity of this arbitration provision, shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA") in Los Angeles, California, and the judgment upon any award rendered by the arbitrator(s) may be entered in any Court having jurisdiction thereof. The prevailing party in any such arbitration shall be entitled, in addition to any other relief, to recover his reasonable attorneys' fees and costs.
Premieres. Producer shall invite Director and one guest to the premiere of the Picture in the United States. If the premiere takes place more than Fifty (50) miles outside of Los Angeles County, Director shall receive first-class, round-trip air transportation to the location of the premiere, if available and if used, first-class hotel accommodations and use of a car and driver to and from Director's residence, airports, hotels and the location of the premiere and a per diem of $75 per day.
First Opportunity to Direct Sequels/Remakes. In the event the Picture is produced by Producer or its successor, licensee, or assignee, and provided Director is not in material default of this Agreement and Director is then still active in directing for the motion picture industry and is available when and where required by Producer, then Director shall have the right of first negotiation to direct any theatrical motion picture intended as a sequel or prequel to or remake of the Picture, or (subject to telecaster approval) any television production. Director's compensation for services in connection with such sequel, prequel, remake or television production shall be subject to good faith negotiation, which shall be initiated by written notice by Producer to Director for commencement of such negotiations. In the event the negotiations do not result in agreement within thirty (30) days from the commencement of such negotiations, Producer shall have no further obligation to Director with respect to such sequel, prequel, remake or television production pursuant to this Paragraph 28.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.
#MMAPGX, INC.
By:
#MMAPGX DIRECTOR
("Director")
Soc. Sec. # _______________