MMAPGX WRITING SERVICES AGREEMENT

WRITING SERVICES AGREEMENT

The following are the terms of the agreement ("Agreement") dated as of _______ between MMAPGX, Inc. ("Producer") and ________________________ ("Writer") on the other hand, with respect to the writing services to be provided by Writer in connection with the writing of a treatment (the “Treatment”) and writing and rewriting of a screenplay (the “Screenplay”) which Treatment and Screenplay and any and all contents, plots, themes, title, ideas, characters, characterizations, music (if any), story, translations, existing and future adaptations and versions thereof written by you or under your authority and any and all artwork, cover art, illustrations or photographs appearing on or in any version of the Treatment and/or Screenplay, and any and all other rights or interest pertaining to the foregoing, are hereafter together referred to as the "Property."

Producer engages Writer as an employee for hire, and Writer accepts such employment under the terms and conditions set forth herein.

1. SERVICES AND COMPENSATION

1.1 Initial Commitment. Writer shall write and deliver to Producer a treatment based on the Assigned Material (the “Treatment”).

1.2 Option(s).

1.2.1 Producer shall have the option (“First Option”) exercisable at Producer’s sole discretion at any time within the two week period immediately following the delivery to Producer of the Treatment to require Writer to write and deliver to Producer a completed first draft screenplay (the “First Draft”).

1.2.2 Producer shall have a further and separable option (“Second Option”) exercisable at Producer’s sole discretion at any time within the four week period immediately following the delivery to Producer of the First Draft to require Writer to write and deliver to Producer a final draft screenplay (the “Final Draft”).

1.3 The Treatment, First Draft, and Final Draft and any and all other material written or contributed by Writer in connection with the Picture shall be hereinafter collectively referred to as the “Work.” Timely delivery of the Work in accordance with Paragraph 3, below, shall be of the essence of this Agreement, and failure by Writer to deliver material on the aforesaid delivery dates shall constitute a material Default of this Agreement.

1. COMPENSATION

2.1 Fixed. On condition that Writer fully and completely keeps and performs each and every one of Writer’s obligations hereunder, Producer agrees to pay Writer and Writer agrees to accept as full and complete compensation for Writer’s services hereunder, the following compensation:

2.1.1 For the Treatment, Twenty-Nine Thousand Nine Hundred Seventy-Two Dollars ($29,972);

2.1.2 For the First Draft, Twenty-Six Thousand Forty-Nine Dollars ($26,049) payable as follows:
2.1.2.1 Thirteen Thousand Twenty-Five Dollars ($13,025) upon exercise of the First Option; and

2.1.2.2 Thirteen Thousand Twenty-Four Dollars ($13,024) upon completion and delivery of the First Draft;

2.1.3 For the Final Draft, Ten Thousand One Hundred Thirty Dollars ($10,130) payable upon completion and delivery of the Final Draft.

2.2 Contingent. Provided Writer is not in default, if the Picture is produced for United States theatrical release and it is determined pursuant to the provisions of the WGA Basic Agreement (whether or not the WGA actually determines such credit) that Writer is entitled to receive sole or shared “Written By” or “Screenplay By” credit, Writer shall be entitled to receive the following:

2.2.1 As a one-time bonus payment (“Bonus”), an amount equal to the applicable WGA minimum for a “low budget original screenplay,” to be shared pro-rata with any other writers who receive such credit, payable upon determination of credits but in no event later than the first domestic theatrical release of the Picture.

2.2.2 Net Proceeds, as such is defined below, in an amount equal to three percent (3%) of one hundred percent (100%) of the Net Proceeds (“Participation”), if any, of the Picture, to be shared pro-rata with any other writers who receive such credit.

2.3 For purposes of this agreement, "Net Profits" shall be defined, computed, accounted for and paid to you pursuant to the standard definition of "Net Profits" of the U.S. theatrical distributor of the Picture or, if there is none, you and Producer agree to negotiate a definition of "Net Profits" in good faith, which definition shall be in accordance with the customs and practices of the theatrical or television motion picture industry in Los Angeles, California, whichever is appropriate, at the time such negotiations take place.

1. WRITING AND READING PERIODS

3.1 Writer shall write, complete and deliver the applicable material to the Producer in accordance with the applicable writing periods, and Producer shall have its applicable reading and reading/option period(s) as set forth below. Writer’s services shall be exclusive to Producer during all writing periods and non-exclusive “first-call” during the reading and reading/option periods:

Treatment: 4 weeks
Reading/Option Period: 2 weeks
First Draft: 10 weeks
Reading/Option Period: 4 weeks
Final Draft: 4 weeks

3.2 Notwithstanding anything to the contrary contained herein, Producer shall have the right to postpone the exercise of its option regarding the First Draft and/or Final Draft and the writing services in connection therewith for a period not to exceed one (1) year from the last date in which the relevant writing would have been performed had it not been postponed. If Producer elects at any time within the relevant one year period to requests Writer’s services on the First Revisions, Second Revisions or Polish, Writer will render such services subject only to Writer’s professional availability (whether or not such availability will cause Writer’s services to be rendered outside of said one year period).

1. CREDIT. Writer shall be entitled to receive credit on the screen and in paid advertising in accordance with the requirements of the WGA Basic Agreement whether or not the WGA acquires jurisdiction over the Picture. In case of a dispute, an outside arbitrator shall decide, making his or her decision in accordance with the applicable credit provisions of the most current WGA Basic Agreement. Subject to the foregoing, all other matters with respect to Writer’s credit, including but not limited to the size, style and placement of Writer’s screen and advertising credit, shall be determined by Producer in its sole discretion. No casual or inadvertent failure by Producer, nor any failure by any third party, to comply with the provisions of this Paragraph 4 will constitute a breach by Producer of this Agreement.

2. MERCHANDISING AND NOVELIZATION

   5.1 Merchandising. Writer shall be entitled to receive Five Percent (5%) of Producer’s absolute gross receipts derived from the exploitation of merchandising rights in and to the Work. For the purposes of this Paragraph 5, “merchandising rights” and “absolute gross” shall be defined, computed and payable as these are defined, computed and payable in the most recent WGA Basic Agreement.

   5.2 Novelization. Novelization rights shall be in accordance with the applicable provisions of the most recent WGA Basic Agreement except as follows: if Producer or its assigns desires a novelization and if Writer elects to write and negotiate for a novelization and concludes a publishing agreement thereon, Producer agrees to furnish Writer and the publisher of the novelization with artwork, including the title and stills, from the Picture, and Writer agrees to pay to Producer a sum or sums equal to twenty-five percent (25%) of the gross royalty income which Writer receives on account of said publishing contract, payable within ten days of receipt thereof. Writer agrees that such novelization shall be based substantially on the screenplay for the Picture. Writer agrees to use his best efforts in good faith to ensure that Producer shall have reasonable rights of approval over the use of any artwork in connection with such novelization, and further agrees to use his best efforts in good faith to cause the publication of the novelization to be tied in with the first general release of the Picture.

3. PASSIVE PAYMENTS. If Producer produces and releases, or causes or licenses to be produced or released, any of the following productions based upon the Picture, you shall be entitled to receive the amounts indicated in connection with such production:

6.1 U.S. Theatrical Sequel: Fifty Percent (50%) of the applicable Purchase Price, payable within 10 days after commencement of principal photography of each such sequel.

6.2 U.S. Theatrical Remake: Thirty Three And One-Third Percent (33-1/3%) of the applicable Purchase Price payable within 10 days after commencement of principal photography of each such remake.

6.2 Television Series.

6.2.1 Primetime U.S. Television Series: The following payments shall be payable within 10 days following the broadcast of the applicable episode:

30 minutes or less $1,000 per episode
31 - 60 minutes $1,500 per episode
61 minutes or more $2,000 per episode

6.2.2 Cable and Other than Primetime TV series: The applicable royalty shall be fifty percent (50%) of the royalties specified above for Primetime U.S. Television Series.

Twenty percent (20%) of the applicable series royalty shall be payable for each of the first five (5) U.S. television or cable reruns, whichever is applicable. No further sums shall be payable for any other runs of such episode(s).

6.3 U.S. Television Movie of the Week: $30,000 for the first two hours; $10,000 for each additional hour thereafter, pro-rated for partial hour, payable within 10 days of the initial broadcast of such movie of the week.

6.4 U.S. Television Mini-Series: $30,000 for the first two hours; $10,000 for each additional hour thereafter, pro-rated for partial hour, up to a maximum of $60,000 for the entire mini-series, payable within 10 days of the initial broadcast of the first episode of the mini-series.

1. FIRST OPPORTUNITY TO WRITE SUBSEQUENT WORK. For a period of seven (7) years after the initial release of the first motion picture produced hereunder, if Producer, its assigns or licensees elect, in its sole discretion, to produce a theatrical sequel, theatrical remake, television series pilot, television mini-series and or television movie of the week based upon the Picture (hereafter and for purposes of this Agreement only, a “Subsequent Work”), and if Writer is then still active as a screenwriter in the motion picture industry to the same or greater extent that Writer is now active, (a) Writer shall have the first opportunity, subject to network approval, where applicable, to write the Subsequent Work upon terms to be negotiated in good faith, but in no event less favorable than the terms applicable to Writer’s services in connection with the Picture; provided, however, that in the event no agreement is reached, or Writer elects not to write or is unavailable, Producer shall have the right to engage another writer(s) and shall have no further obligation to Writer with respect to such writing services hereunder. Neither party shall be obligated to continue any negotiations hereunder for more than thirty (30) days after the commencement thereof. In the case of network television series, movie of the week or mini-series Producer, its assigns and licensees agree to use its best efforts in good faith to cause Writer to obtain the requisite network approval.

2. GRANT OF RIGHTS

   8.1 Writer grants to Producer exclusively and perpetually, all now or hereafter existing rights of every kind and character whatsoever, and the complete unencumbered title throughout the universe in and to: (a) Writer’s services pursuant to this Agreement; and (b) any and all results and proceeds thereof, including without limitation, any and all literary, dramatic and musical material, incidents, plots, dialogue, characters, action, ideas, and other material written, submitted, added, interpolated and invented by Writer hereunder.

   8.2 Producer shall be the sole and exclusive owner of the Picture, the Work, Writer’s original ideas, if any, incorporated into the Work and all of the results and proceeds of Writer’s services hereunder and all copyrights (and extensions and renewals thereof) in all of the foregoing, and Company shall have the exclusive right in perpetuity to use, exploit, advertise, exhibit and otherwise turn to account any or all of the foregoing in any and all media, whether now known or hereafter devised (such rights include, without limitation theatrical motion picture and television motion picture, series, specials and long form rights, animation rights, merchandising rights, music publishing rights, soundtrack rights, literary and electronic publishing rights, legitimate stage and touring rights, live and taped television and radio rights, the right to exploit some or all of the Picture or material derived therefrom in, on or as part of any interactive product or service including, without limitation, video games, any interactive computer software or computer-assisted media, on all configurations of storage and delivery systems/technology, now known or hereafter developed, including, without limitation, all cartridges, cassettes, hard or floppy disc formats, laser interactive systems on all platforms now known or hereafter developed including, without limitation, CD-ROM, CD-I, 3DO, Sega-DC, Nintendo-CD, Atari, Jaguar, Sony Playstation and NEC, location-based entertainment, arcade and coin-operated devices and games, interactive television and all other interactive devices and systems, regardless of whether any such computer software is delivered via cable, over the air, by telephone wire, by satellite, fiber optic or other systems of transmission, or, without limitation, via any other electronic or digital delivery system now known or hereafter devised), throughout the universe, in all languages, as Producer, in its sole discretion, shall determine.

   8.3 Any materials written or contributed by Writer are intended by Writer and Producer to be a “work made for hire” by the Writer pursuant to Section 201 or Title 17 of the United States Code. In the event any such materials are determined not to be a “work made for hire,” then Writer hereby exclusively and irrevocable assigns to Producer, in perpetuity, all rights (including without limitation, all copyrights and renewals and extensions thereof) in and to such materials. The termination of this Agreement for any reason shall not affect Producer’s ownership of the results and proceeds of Writer’s services hereunder or alter any warranty, representation, covenant or undertaking on the part of Writer hereunder.

3. REPRESENTATIONS AND WARRANTIES. Writer warrants and represents that all ideas, creations, materials and intellectual properties (“Materials”) furnished by Writer hereunder will be Writer’s own and original creation (except to the extent that said Material is in the public domain or is supplied to Writer by Producer including the Assigned Material, or is added to Writer’s Material as to which material Producer grants Writer the identical warranties, representations and indemnification contained in this Agreement), and that the Materials and the use thereof will not violate any law or infringe upon or violate any rights of any person, firm or corporation.

4. INDEMNIFICATIONS

10.1 Writer shall at all times indemnify and hold harmless Producer, its directors, employees, agents, successors, licensees and assigns from and against all third party claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of or in connection with any breach by Writer of any of Writer’s representations, warranties or agreement made by Writer herein with respect to the Materials.

10.2 Producer indemnifies and holds harmless Writer from and against any and all claims, damages, liabilities, cost and expenses (including reasonable attorneys’
fees) arising out of or in connection with any breach of representations, warranties or agreements made by Producer, its agents, assigns or successors with respect to material not written by Writer, including but not limited to the Treatment. With respect to the production, distribution and exploitation of the Picture other than for claims and liabilities resulting from a breach of representations, warranties and covenants hereunder, Producer shall similarly hold Writer harmless from and against any liability or loss, including reasonable attorneys’ fees arising out of the uses hereunder.

1. NO OBLIGATION TO EXPLOIT. Nothing contained in this Agreement shall be construed as requiring Producer to use or exploit any of the rights granted or acquired by Producer under this Agreement, nor to use or exploit any of the results and/or proceeds of Writer’s services hereunder, or to continue any use or exploitation if commenced, provided that nothing contained in this Paragraph 11 should derogate from Writer’s entitlement to any compensation which is payable pursuant to the terms of this Agreement.

2. DROIT MORAL. Producer may, in its sole discretion, make any and all changes in, additions to, and deletions from the Property and combine the Property in any manner with any other work or works. Writer hereby waives the benefits of any provision of law known as "droit moral" or any similar law which you may have in any country of the world and agrees that Writer will not institute, support, maintain, authorize or consent to any action or lawsuit on the ground that any motion picture or other version of the Property produced or exhibited by Producer, its assignees or licensees, in any way constitutes an infringement of Writer's "droit moral" or is in any way a defamation or mutilation of the Property or any part thereof or contains unauthorized variations, alterations, modifications, changes or translations, and Writer 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 Writer, any other person (if the same be brought, made, prosecuted or maintained with Writer'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, attorneys' fees and costs whether or not litigation is commenced.

3. PERSONALITY/PUBLICITY RIGHTS. Writer grants Producer the non-exclusive right to use Writer’s name, likeness, voice and professional biography in credits, advertising, publicity and exploitational material concerning Writer’s services and the results and proceeds hereunder, including material containing the name of commercial products so long as no endorsement or testimonial of such commercial products is attributed to Writer. Notwithstanding the foregoing, Writer’s name but not likeness may appear in the so-called “billing block” used in connection with any merchandising or commercial tie-up. Writer shall not issue any publicity nor make any statement concerning Producer, the Picture or Writer's services hereunder without Producer's prior written consent, provided, however, that incidental non-derogatory references to Producer, the Picture or Writer's services in connection therewith shall be permitted.

4. ASSIGNED MATERIAL. Writer shall perform all services with reference to the assigned material: the verbal idea presented to Writer by Producer and discussed by the parties in 20__. Writer acknowledges that Producer has provided Writer with the Assigned Material.

5. REMEDIES. Writer hereby acknowledges that the services of Writer to be performed hereunder are of a unique and extraordinary character, the loss of which cannot be adequately compensated by damages, and that a breach of this Agreement by Writer will cause Producer irreparable harm. Producer shall be entitled to seek injunctive or other equitable relief to prevent a breach by Writer of this Agreement, in addition to any other remedies Producer may have. In the case of a breach by Producer of any of its obligations hereunder, Writer’s sole right and remedy shall be an action at law for damages, and Writer specifically waives any right to injunctive or other equitable relief, to rescind this Agreement or any of the rights granted to Producer hereunder or to terminate this Agreement.

6. ASSIGNMENT. Producer may assign this Agreement in whole or in part to any third party, and all rights granted to Producer hereunder and all representations, warranties and agreements made by Writer hereunder shall inure to the benefit of such assignee of Producer; provided, however, that no assignment shall relieve Producer of its material obligations to Writer hereunder unless such assignment is to a major studio, U.S. television or cable network, or a “mini-major.”

7. CUSTOMARY PROVISIONS

   17.1 A more formal agreement may be prepared, including other provisions customarily included in employment agreements for screenwriters in the entertainment industry in Los Angeles, California (including but not limited to, customary representations, warranties and indemnities of a writer of original material, no injunction/rescission/termination for any reason, including Producer's breach, extension in the event of your breach and/or force majeure, further documents, etc.), which are incorporated herein by reference. At Producer’s request, Writer shall execute a more formal long form agreement reflecting such terms and the terms set forth in this Agreement, the additional terms of which shall be subject to good faith negotiations.

   17.2 Until such time, if ever, as the parties execute a more formal agreement, this Agreement expresses the entire understanding of the parties hereto and replaces any and all prior agreements and understandings, whether oral or in writing, relating in any way to the subject matter of this Agreement, and this Agreement shall be binding. This Agreement may not be modified or amended except by an instrument in writing signed by the party to be charged with such modification or amendment.

8. MISCELLANEOUS

   18.1 This Agreement has been entered into in the State of California, and the validity, interpretation and legal effect of this Agreement shall be governed by the laws of the State of California applicable to contracts entered into and performed entirely within the State of California, with respect to the determination of any claim, dispute or disagreement which may arise out of the interpretation, performance, or breach of this Agreement and all other causes of action (whether sounding in contract or in tort) arising out of or relating to this Agreement, or the termination of this Agreement, or of Writer’s engagement hereunder.

   18.2 If for any reason any provision of this Agreement is adjudged by a court to be unenforceable, such adjudication shall in no way affect any other provision of this Agreement or the validity or enforcement of the remainder of this Agreement, and the affected provision shall be modified or curtailed only to the extent necessary to bring it into compliance with applicable law.

9. NOTICES

19.1 All notices which Writer may be required or may desire to give to Producer hereunder may be delivered personally or by messenger, or sent by certified or registered mail, to Producer at Bright Red Films, Inc., 1234 Marvelous Drive, Beverly Hills, California 90210.

B. All notices or payments which Producer may be required or may desire to give to Writer hereunder may be delivered personally or by messenger, or sent by certified or registered mail to Writer as follows: 5678 Creative Street, Los Angeles, California 90025.

IN WITNESS WHEREOF the parties hereto have executed and delivered this Agreement as of the date first indicated above.

ACCEPTED AND AGREED TO:
#MMAPGX, INC.
“Writer” “Producer”

By: __________________________ By: ______________________________