LITERARY ASSIGNMENT FOR OPTION/SALE/PRODUCTION (CHOOSE ONE) FOR TITLE OF COPYRIGHT
KNOW ALL PERSONS BY THESE PRESENTS:
1. ASSIGNMENT OF RIGHTS: For the sums set forth in paragraph 2 below, and other good and valuable consideration, the undersigned AUTHORS OF COPYRIGHT and (the “Assignors”) does hereby sell, grant, convey and assign unto PRODUCTION COMPANY (the “Assignee”) all of Assignor’s right title and interest in and to:
(a) That certain original literary material entitled “NAME OF PICTURE” written by WRITERS NAMES (hereinafter referred to as the “Writers”), including any and all literary or dramatic material based upon said literary material or upon which said literary material is based (collectively the “Property”); and
b) Any and all agreements of any kind pursuant to which the Assignors may have heretofore acquired any right, title or interest in or to the Property (all of which are hereinafter collectively referred to as the “Agreements”), including, but without limitation, that certain executed letter agreement dated as of September 26, 2007 by and between the Assignors and the Writers (the “Letter Agreement”) pursuant to which the Writers granted the Assignors the exclusive option to purchase motion picture and allied rights in and to the Property and pursuant to which the Writers was employed by the Assignors to and did render certain writing services in connection with a rewrite of the Property; and
(c) Any and all warranties, indemnities and undertaGames whatsoever acquired by the Assignor with respect to the Property.
- CONSIDERATION: As consideration in full for this Literary Assignment and for all rights granted to the Assignee herein, the Assignee shall pay to the Assignors (as on the agreement dated September 26, 2007 between the above two parties, the sum of XXXX Thousand Dollars ($XXXX) to the Writers which in the aggregate represents complete reimbursement for (a) sums paid by the Assignor to the Writers, paid pursuant to the Letter Agreement, (b) sums paid by the Assignor to the Writers for research services rendered by the Writers in connection with the Property, (c) legal fees paid by the Assignor in connection with the Property, and (d) sums paid (separate from the above Two Thousand Dollars) by the Assignor to the Writer for so-called “fringe benefits” pursuant to any applicable Writer’s Guild of America Theatrical and Television Basic Agreement and the net production equity between the producers (which is yet to be determined). Receipt of the payment of the sums described in this paragraph is hereby acknowledged.
3. WARRANTIES: The Assignor hereby represents and warrants that:
(a) The Assignors have full and complete right, title and interest in and to the Property and has not sold, granted, conveyed or assigned any of the Assignor’s right, title or interest in or to the Property or to any of the Agreements to any person, firm or corporation other than the Assignee;
(b) To the best of the Assignor’s knowledge, there are no liens or encumbrances on the Property and that there are no existing or pending claims, proceedings or litigation relating to the Property;
(c) The assignors have the right to enter into this Agreement; and
(d) All sums payable by the Assignors prior to the date hereof pursuant to the Agreements have been paid.
4. INDEMNIFICATION: The Assignors shall indemnify the Assignee, its successors, assigns, licensees and officers, and hold them harmless from and against any and all claims, liability, losses, damages, costs, expenses (including, but not limited to, attorneys’ fees), judgments and penalties arising out of, resulting from, based upon or incurred because of the breach by the Assignors of any warranty made by the Assignors herein.
5. ASSUMPTION OF OBLIGATIONS: The Assignee hereby assumes and agrees to be bound by all obligations of the Assignors which accrue after the date hereof pursuant to the above mentioned Letter Agreement.
6. FURTHER DOCUMENTATION AND POWER OF ATTORNEY: The Assignor shall execute, acknowledge and deliver to the Assignee, or shall cause the execution, acknowledgement and delivery to the Assignee of such further documents and instruments as the Assignee shall deem necessary to effect the intent and purpose of this agreement. If the Assignors fails or are unable to execute any such documents or instruments, the Assignors hereby appoint the Assignee as the Assignor’s attorney-in-fact to execute such documents or instruments, provided that said documents and instruments shall not be inconsistent with the terms and conditions of this agreement. The Assignee’s rights under this paragraph constitute a power coupled with an interest and are irrevocable.
7.ORIGINAL COPIES: The Assignors shall deliver to the Assignee an original executed copy of the above mentioned Agreements including the Letter Agreement on or before the date on which this agreement is signed by the Assignee.
8. ASSIGNMENT OF THIS AGREEMENT: This agreement, and the rights granted herein, may not be assigned by the Assignors to any person, firm or corporation. However, the Assignee may assign this agreement and the rights and services granted herein, together with the results and proceeds thereof, and the representations and warranties contained herein, to any person or entity.
9. GOVERNING LAW: This agreement shall be construed in accordance with the laws of the state of XXXX and shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, licensees and assigns.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this agreement as of the ___________, ______.