Article A7 - Copyright and Contracts; Warranties, Indemnities and Rights

A701 All rights negotiated under this Agreement or in any individual contract between a Writer and a Producer shall be in the form of a license from the Writer to the Producer for a specific use during a specified term of whatever right is in question. The Writer’s copyright shall not be assigned. The copyright herein referred to is the copyright in the Writer’s Script Material, which is separate and distinct from the copyright in the Feature Film or program.
A702 Whenever the Producer contracts a Writer, Story Editor or Story Consultant, a fee for the work contracted shall be negotiated and a contract signed before the Writer, Story Editor or Story Consultant begins work.
A703 No purely oral agreement shall be binding, nor shall it constitute grounds for an investigation of a complaint by either of the parties concerned. Every contract shall be signed before the work begins on a contracted Script, and before any requested revision is begun or before production begins, whichever is sooner, in the case of an unsolicited Script.
A704 A contract with a Writer or Story Editor shall be in the form of Appendix C or D. All additional terms must be added as a rider to the form.
A705 All the terms of this Agreement shall be deemed to be included in each individual contract between a Producer and a Writer, Story Editor or Story Consultant, except where specific terms more beneficial to the Writer, Story Editor or Story Consultant are included in the individual contract in place of the relevant minimum terms in this Agreement. If any provision of an individual contract conflict with the minimum terms and conditions of this Agreement, then this Agreement shall prevail, and in such event the conflicting provisions of the individual contract shall be deemed to be modified to the extent necessary to cause it to conform to the terms and conditions of this Agreement and, as modified, the individual contract shall continue in full force and effect.
A706 When two or more Writers are involved in the writing of a Script, each Writer shall have an individual contract with the Producer, except in the case of a Team, in which case there may be one contract.
A707 A Notice of Engagement form as in Appendix E shall be filed with the Guild if there is not yet a signed contract. A copy of every contract between a Writer, Story Editor or Story Consultant and any Producer adhering to this Agreement shall be deposited with the Guild office by the Producer within seven (7) days of the signing of the contract. Copies of contracts provided to the Guild are to be strictly confidential between the Producer, the Writer, Story Editor or Story Consultant, and officers of the Guild. The information contained in these contracts is not to be released by the officers of the Guild to any other persons.
A708
  1. Nothing in this Agreement or any individual contract to which this Agreement applies shall diminish any otherwise-existing right of the Writer to collect any of the so-called “author’s share” of Secondary Use Payments in connection with any production based on Script Material.

  2. Nothing in this Agreement or any individual contract to which this Agreement applies shall diminish any otherwise-existing right of the Producer to collect any of the so-called “producer’s share” of Secondary Use Payments in connection with any production based on Script Material.

  3. In this Section A708, “Secondary Use Payments” means the net amounts collected and then distributed by collective societies” (e.g. SACD, AGICOA) in respect of

    1. the retransmission outside North America, and/or

    2. the performance, communication to the public (including broadcasting worldwide but excluding retransmission in North America), private copying, rental and lending anywhere in the world,

    of productions based on Script Material. Secondary Use Payments shall not be included in Distributors’ Gross Revenue.
  4. All net amounts collected and then distributed by collective societies in respect of the retransmission in Canada of productions based on Script Material are excluded from Distributors’ Gross Revenue in accordance with any agreement reached between the CSCS and the CRC, the CBRA and the CRRA regarding such retransmission.

    All net amounts collected and then distributed by collective societies in respect of the retransmission in North America (excluding Canada) of productions based on Script Material are deemed receivable by the Producer, the Head Distributor and/or sub-distributors and shall be included in Distributors’ Gross Revenue until such time as a decision of a court or tribunal of competent jurisdiction is rendered.
  5. Nothing in this Agreement shall preclude the Guild or the Associations from commencing or participating in proceedings before any court or tribunal and/or lobbying for legislative changes regarding retransmission payments in North America or Secondary Use Payments.
A709

Warranties and Indemnities. Every individual contract shall be deemed to contain the following Warranties and Indemnities:

  1. The Writer warrants that, to the best of his/her knowledge, information and belief the Script Materials to be provided by him/her hereunder:

    1. are original to the Writer;

    2. do not infringe the copyright of any person;

    3. do not defame any person;

    4. do not invade the privacy of any person.

    The foregoing warranty does not apply to material included in the Script Materials supplied to the Writer by the Producer, or in respect to any claim or action that arises from any change made in the Script Materials delivered by the Writer to the Producer after such delivery.

  2. The Producer warrants that, to the best of the Producer’s knowledge, information and belief, any material supplied to the Writer by the Producer for the Writer to incorporate in the Script Materials to be provided by the Writer hereunder:

    1. do not infringe the copyright of any person;

    2. do not defame any person;

    3. do not invade the privacy of any person;

    and that no Script Material supplied by the Writer to the Producer shall be used by, or with the approval of, the Producer in such a manner as to defame any person or to invade the privacy of any person or to violate the provisions of the Criminal Code of Canada in respect to pornography or obscenity.

  3. The Writer indemnifies the Producer against all damages and costs (including reasonable legal fees) resulting from any breach of the Writer’s warranty, as evidenced by a final decision of a tribunal or a court of competent jurisdiction, or any settlement to which the Writer has consented in writing.

  4. The Producer indemnifies the Writer, his/her heirs, administrators, executors and successors against all damages and costs (including reasonable legal fees) in respect to any action or proceeding to which the Writer is made a party by reason of having created or supplied Script Materials under this contract, including but not limited to any claim arising out of any breach of the Producer’s warranty as set out in Article A709(b) above, as evidenced by a final decision of a tribunal or a court of competent jurisdiction, or any settlement to which the Producer has consented in writing. This indemnity shall not apply to any action or proceeding arising out of a breach of the Writer’s warranty as set out in Article A709(a) above.

  5. Either party upon receipt of notice of any claim as a result of which the other party’s indemnity might be invoked, shall promptly notify the other of such claim giving the other party full details thereof including copies of all documents received in connection therewith. The existence of any such claim shall not relieve the Producer of the obligation to pay the Writer any monies due the Writer pursuant to the contract.

  6. Neither party shall be deemed to have waived their respective rights to defend themselves against any claim by the other for costs or damages arising out of a settlement not consented to in writing by the indemnifying party.
A710

Reversion of Rights

  1. In the event that at any time prior to the start of principal photography of a Feature Film or program based on Script Material, the Producer becomes bankrupt, insolvent is wound up, or has a receiver appointed by the Court, all rights in such Script Material shall automatically revert to the Writer.

  2. In the event that at any time subsequent to the start of principal photography of a Feature Film or program based on Script Material, the Producer is declared bankrupt, insolvent or is wound up, the Producer’s successor in title (including a Trustee in Bankruptcy or receiver/manager) shall be bound by the terms of this Agreement, including the obligation to make all payments due to Writers.
A711 In the event that principal photography of a Feature Film or program based on Script Material has not commenced within seven (7) years from date of signing of the contract with the Writer, all rights in such Script Material shall automatically revert to the Writer unless otherwise provided in the individual contract. If an Assumption Agreement in the form set out in Appendix J has been entered into and consented to by the Guild, the party assuming the rights and obligations shall be bound by the original seven (7) year period, or the provisions of the individual contract.
A712 Should the rights in Script Material revert, all rights in additionally contracted Rewrites based on such Script Material shall simultaneously revert back to the contracted Writer(s).
A713 Notice of Bankruptcy, Insolvency or Winding up of Producer
In the event, the Producer becomes bankrupt, insolvent, or is wound up, or has knowledge that a Receiver, Trustee in Bankruptcy or Interim Receiver may be appointed to take over administration of the Producer’s assets, the Producer shall notify the Guild immediately in writing of such circumstances and/or appointment and shall provide all relevant particulars, including the names and contact information for such Receiver, Trustee in Bankruptcy or Interim Receiver.
A714

Acquisition of Further Rights The Producer may acquire rights to Script Material in addition to those previously contracted under this Agreement upon terms and conditions to be mutually agreed between the Producer and the Writer, provided that:

  1. all such agreements for further rights shall be by written consent;

  2. when such rights are governed by this Agreement, the terms and conditions shall be not less than those stipulated in this Agreement; and

  3. when such rights are not governed by this Agreement, the fee negotiated shall be in addition to the fees paid for the rights governed by this Agreement, and the contract shall clearly set out that such rights are in addition to the rights governed by this Agreement.
A715 Rights Licensed. 
On payment of the Script Fees as provided herein, the Producer shall acquire, subject to Articles A710 to A712, an exclusive license to produce a single production made from the Script.
A716 On the payment of the Production Fee stipulated in C10 and subject to payment of continuing Distribution Royalties as required by C11 or other payments as set out in C513 or C9 the Producer shall acquire the exclusive license for unlimited world distribution of a Feature Film, and unlimited world distribution, except theatrical distribution of a Television Production.

 

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