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A production services agreement is a contract used in the film and video industry to outline the rights and responsibilities of the parties involved. It typically includes information about who will be providing the services, when they'll complete them, how much it'll cost, and what happens if something goes wrong or doesn't work out as planned during the project.
Other things in a production services agreement may include who will provide the labor, what type of labor will be needed, and when work needs to be completed. The production services agreement often includes fee and payment schedule information as well.
Below is a list of common sections included in Production Services Agreements. These sections are linked to the below sample agreement for you to explore.
PRODUCTION SERVICES AGREEMENT
THIS MASTER PRODUCTION SERVICES AGREEMENT (“Agreement”) is entered into as of July 20, 2009 between Audience Productions, Inc. a Washington corporation (“Financier”) and Bridge Productions, Inc., a Washington state corporation (“Service Company”). During the Term of this Agreement separate and distinct Statements of Work (“SOWs”) for each project to be covered by this Agreement shall be approved and executed by the parties and attached hereto, as Exhibit A for the first SOW, Exhibit B for the second SOW and continuing alphabetically thereafter.
WHEREAS, Financier desires to finance and arrange for the production of one or more Pictures and Service Company desires to furnish services thereon, pursuant to the terms and conditions set forth herein and as supplemented and/or revised in each mutually approved SOW, and;
WHEREAS, the parties desire that each SOW shall include the following mutually approved attachments: (i) Attachment 1 to each SOW shall be copy of the screenplay that is the subject of the SOW (the “Screenplay”); (ii) Attachment 2 to each SOW shall be a detailed schedule for performance of the production services that Service Company is to provide on the Screenplay (the “Production Schedule”); (iii) Attachment 3 to each SOW shall be the budget for the Service Company’s production of a motion picture (the “Picture”) based on the Screenplay (the “Budget”); (iv) Attachment 4 to each SOW shall be the schedule for the transfer of funds from Financier to Service Company (the “Cash Flow Schedule”); and Attachment 5 to each SOW shall be a list of the deliverables that Service Company shall deliver to Financier in fulfillment of Service Company’s obligations on the Picture (the “Deliverables”).
NOW, THEREFORE, in consideration of the promises and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:
| 1. | PRODUCTION OF THE PICTURE . |
| (a) | Subject to the terms and conditions hereinafter set forth and in the applicable SOW, Financier agrees to furnish or cause a third party to furnish to Service Company, on a mutually approved cash flow schedule (“Cash Flow Schedule”), attached to the applicable SOW as Attachment 4, the amount of financing which Service Company represents, to the best of its ability, is the sum that will be required to finance the production of the Picture, and Service Company shall use all sums advanced hereunder for the sole purpose of furnishing the production services for the Picture in accordance with the approved screenplay, budget and production schedule, subject only to material deviations therefrom which are approved in writing by Financier under an applicable SOW. All obligations of Financier shall be subject to Financier first obtaining a completion bond from a reputable company, if necessary, as determined jointly by Financier and Service Company, which in form and substance shall be subject to Financier’s and Service Company’s approval, and the cost of which shall be added to the approved budget as an additional cost. All sums advanced hereunder shall be deposited in a production account, in accordance with the agreed upon Cash Flow Schedule, which has been designated, approved, and is controlled by Financier. |
| (b) | Service Company’s obligations shall be complete upon its delivery to Financier of the Deliverables. |
| (c) | Financier shall have the right of designation and approval of the following parties and/or entities engaged by Service Company on each Picture: writers, director, all producers (including producers, executive producers, co-producers, co-executive producers, line producers and associate producers), casting director, “star” talent, director of photography, editor, composer, production accountant and insurance company. Financier and Service Company shall jointly approve the location by Country and State or Province where all production and post production activities will take place taking into account the Budget and government sponsored production and/or tax incentives. All other parties and entities engaged on each Picture shall be selected and engaged by Service Company in consultation with Financier, provided that all such engagements (i) shall be with professional parties experienced in the respective fields in which they are each engaged, (ii) do not attach signatory status to any collective |
| (c) | bargaining agreement that would create executory obligations for Financier or Service Company unless signatory status is agreed to in advance by Financier or as such status may be required by law; (iii) are upon terms and conditions standard within a reasonable range in the industry for such services, and (iv) provide for compensation to such parties in conformance with the Budget. |
| (d) | During production, Service Company may reasonably reallocate expenses, up to five percent (5%), within the Budget due to cost shifts and needs arising from exigencies of production provided that total costs do not exceed the approved Budget. Any reallocation of budget expenses in excess of five percent (5%) shall be mutually agreed to between Financier and Service Company. |
| (e) | Service Company shall perform all of its obligations hereunder to the best of its ability and in a workmanlike manner. Financier, or its assignee, shall own all right, title, and interest in and to all items that are conceived, made, discovered, written or created by Service Company personnel alone or jointly with third parties under this Agreement, including the Deliverables, whether completed or works-in-progress. Without limiting the previous sentence, all Deliverables and other results and proceeds of Service Company’s services on a Picture, in whole and in part, shall be deemed “works made for hire” for Financier for all purposes of copyright law, and the copyright shall belong solely to Financier. To the extent that any such Deliverables or other results and proceeds do not fall within the specifically enumerated works that constitute “works made for hire” under the United States copyright laws, and to the extent that any Deliverables or other results and proceeds include materials subject to copyright, trade secret, or other proprietary right protection then by virtue of this provision Service Company hereby immediately and irrevocably assigns, without further action, to Financier all its right, title and interest that it may be deemed to have in and to any of the Picture’s elements, which shall include, without limitation, all literary material written for the Picture, all stills, artwork and designs used in connection with the Picture, all film clips, recordings, trailers, sound tracks, and all other tangible and intangible property relating to the Picture, and all rights in and to the foregoing, exercisable throughout the universe, in perpetuity, and all subsidiary, ancillary and related rights, performing rights, publishing rights, merchandising and commercial tie-up rights, and the right to use the names, likenesses, and voices of all persons rendering services in connection with the Picture. Service Company shall obtain, at its expense, such assignments for Financier, from Service Company’s employees, agents, and contractors as necessary to effectuate the purposes of the previous sentence. Service Company also agrees not to assert any moral rights under applicable copyright law with regard to such items and Deliverables and to require its employees to do the same. Service Company’s rights under any Agreement in connection with the Picture shall be freely assignable to Financier and upon Financier’s request, Service Company agrees to acknowledge, perform, execute, and deliver such assignments and other documents and instruments as may be necessary or appropriate to evidence Financier’s acquisition of rights hereunder. The Picture shall contain such production or presentation or release credit to Financier as Financier shall determine. Additionally, the end titles shall contain a copyright notice in the following form: “Copyright 20__, Audience Productions, Inc. All rights reserved,” or such other copyright notice as Financier shall designate. |
| (f) | Upon Financier’s acquisition of all right, title and interest in and to the Picture as provided above, Financier shall assume, or cause the distributor of the Picture to contractually adhere to, the executory obligations of all contracts undertaken by Service Company in the normal course of business to produce the Picture, and Service Company shall be relieved of any liabilities arising therefrom. |
| (g) | If Service Company, upon reasonable notice, shall fail to execute any instrument or document, which Financier requires to implement any term hereof or to perfect its rights hereunder, Financier shall have the right to execute such document or instrument on Service Company’s behalf, such right being an irrevocable power coupled with an interest. Copies of any such documents or instruments shall be immediately provided to Service Company. |
| 2. | PRODUCTION CONTRACTS . All contracts for personnel (including casting and directing), studio hire, purchase of goods and services, laboratory work and all other licenses, contracts and obligations in connection with the production of the Picture by Service Company, shall be made and entered into by Service Company in its own name as principal and not as agent for Financier and no obligations whatsoever shall be imposed upon Financier thereunder. All such contracts or undertakings shall be consistent with the provisions of this Agreement and industry custom and practice, which in no event shall be less restrictive than the requirements of Service Company under this Agreement. Such contracts and undertakings shall not be terminated, canceled, modified or rescinded in any manner which would or might prejudice the rights of Financier hereunder. All such contracts shall be assignable to Financier without restriction except only for obligations arising from approved artist agreements and collective bargaining agreements. Service Company shall have all responsibilities of an employer with respect to those personnel locally engaged by Service Company, including those arising under any present or future legal requirements relating to workers' compensation, insurance, social security, tax withholding, pension, health and welfare plans under any legal requirements or any applicable collective bargaining agreement, including foreign country equivalents of the foregoing, if any, although upon delivery of the Picture and completion of all obligations required hereunder of Service Company, Financier shall assume or cause the distributor of the Picture to assume such obligations and hold Service Company harmless therefrom. Service Company shall use due care in the selection and purchase of any items to be used in connection with the production of the Picture and shall assign Financier on demand all rights which Service Company shall obtain, by warranty and otherwise, from the supplier of such items. |
| 3. | CREDIT . Provided that Service Company fulfills its material obligations with regard to each SOW, then Service Company shall receive a single card “In Association With” production credit in the main titles of the Picture, in the next position immediately following Financier’s on-screen credit, or if Financier does not take an on-screen credit then in no later than second position after the distributor’s on-screen credit. Service Company’s credit shall be equal in size, font and prominence as to any other production or distribution company credit. Service Company shall also have a closing credit in the credit roll of the Picture to include Service Company’s logo with placement and all other elements of the closing credit at Financier’s discretion. Service Company shall be credited in all print and Internet ads in which any other production company credit appears, except for standard industry exclusions. In addition, as to each Picture on which he provides services, Eugene Mazzola shall be individually credited as a “Producer” in the main credits, either on a single card or in first position on a shared card, equal in size, font and prominence as to any other on-screen producer credit and in all print and Internet ads in which any other Producer credit appears, except for standard industry exclusions. No accidental or inadvertent failure to accord credit as provided for herein shall be deemed a material breach of this Agreement provided that Financier undertakes reasonable steps to correct such failure on a prospective basis. |
| 4. | INSURANCE . Service Company shall carry and pay for production insurance consistent with the Budget and the Cash Flow Schedule to cover all customary risks in connection with the production of motion pictures and the parties’ performance of their respective obligations hereunder, including without limitation, general liability, cast, and Workers’ Compensation insurance, which insurance shall specifically name Financier as an insured party and beneficiary. Service Company shall furnish Financier with certificates of insurance stating and certifying the amount and type of insurance and that Financier is an insured party and beneficiary thereunder along with copies of all said policies. If Financier or its licensees or assignees require Errors and Omissions Insurance, and such insurance is not part of the Budget, the policy shall be secured and paid for by Financier prior to the first public exhibition of the Picture and such policy shall specifically name both Financier, Service Company and Eugene Mazzola as insured parties and beneficiaries. |
| 5. | CONTRACT PRICE . Time is of the essence with regard to Financier’s timely release of funds pursuant to the applicable Cash Flow Schedule. Except as provided in Paragraph 16 below, on the condition that Service Company is not in breach of its material obligations hereunder or under an SOW, Financier shall pay Service Company for services rendered an aggregate sum equal to the Budget inclusive of sums budgeted as “contingency” if and as used to produce and deliver the Picture, all in accordance with the Cash Flow Schedule. Supplemental payments will be made by Financier to Service Company for additional costs incurred during production of the Picture that are in excess of the budgeted “contingency” line item and arise from decisions, choices and/or delays arising from acts or failures to act of Financier. |
| 6. | PRODUCTION SCHEDULE AND FORCE MAJEURE EVENTS . Service Company shall provide the production services and deliver the Picture and all other Deliverables in accordance with the Production Schedule, subject only to delays arising from Financier’s failure to make timely payment or Force Majeure Events. If either party’s performance is prevented, hindered or delayed by fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, strikes, or any other similar cause beyond the reasonable control of such party (each, a “Force Majeure Event”), and such non-performance, hindrance or delay could not have been prevented by reasonable precautions, then the non-performing, hindered or delayed party will be excused for such non-performance, hindrance or delay, as applicable, of those obligations affected by the Force Majeure Event for as long as such Force Majeure Event continues and such party continues to use its best efforts to recommence performance whenever and to whatever extent possible without delay, including through the use of alternate sources, workaround plans or other means. The party whose performance is prevented, hindered or delayed by a Force Majeure Event will immediately notify the other party of the occurrence of the Force Majeure Event, describe in reasonable detail the nature of the Force Majeure Event and shall exercise best efforts to mitigate delays and costs arising from the Force Majeure Event. |
| 7. | DISTRIBUTION . Financier shall have sole authority over the distribution of the Picture, without limitation, including whether the Picture is distributed at all. |
| 8. | REPRESENTATIONS AND WARRANTIES . |