||To the extent it applies the GST (and/or Provincial and/or harmonized sales tax) shall be paid in addition to all amounts set out in this agreement.|
||Upon receipt of materials as scheduled in the Writer's contract, the Producer shall pay all sums due to the Writer within fifteen (15) calendar days and no payments shall be contingent upon the acceptance or approval by the Producer of the Writer's material. |
||When any payment is late, the Producer shall pay that Writer, Story Editor, Story Consultant or the Guild as the case may be, interest on the overdue sum at the rate of 24% per annum, computed on a monthly basis.|
||Payment shall be made directly to the Writer, Story Editor or Story Consultant unless written authorization has been received by the Producer from the Writer, Story Editor or Story Consultant authorizing payment to a third party.|
||No portion of any minimum fee provided in this Agreement shall be deferred for any reason.|
||When making any payment to a Writer, Story Editor or Story Consultant the Producer shall specify the production and the date of contract and the details of the calculation of the payment.|
||Subject to Article B108, no rights in any Script Material covered by this Agreement shall be conveyed by the Writer to the Producer until the total Script Fee has been received by the Writer, or until the Writer receives notice, in terms of Article B107, that the Producer does not wish the Writer to proceed with the Script and all amounts due up to or upon such termination have been received by the Writer. If the Production Fee is not paid on or before the first day of principal photography, notice of default shall be given to the Producer. If the Producer does not cure such default within seven (7) days of receipt of notice, the rights conveyed by the Writer shall revert to the Writer, subject to reconveyance of the rights to the Producer upon payment.|
In the event that a Writer fails to meet a deadline specified in his or her contract, the Producer may decline to deal further with the Writer, being obliged to pay only for work already completed and delivered on time.
However, if a Writer fails to meet a deadline specified in his/her contract by reason only of the Writer's incapacity which adversely affects the progress of production in a material way or unreasonable refusal to deliver the Script Material the Producer may elect, by written notice to the Writer, to terminate the Producer's obligation to accept delivery and pay for any Script Material due on or after the missed deadline (the "Late Material"), notwithstanding that the contract may specifically deny the Producer's right to terminate. If the Producer delivers such notice, the Producer shall be deemed to have acquired a license in the Script Material delivered prior to the missed deadline and shall be entitled to engage one or more other Writers to write the Late Material. Producer shall remain obligated to the first Writer for his/her share of any Production Fee and Distribution Royalty which may become due as a consequence of the Producer's use of that first Writer's Script Material.
Division of Production Fee Among Credited Writers
Where it is necessary to divide any Production Fee or Distribution Royalty among the credited Writers, the division shall be as follows:
All Programs Except Variety Programs and Documentaries
- The credited Writer(s) of the Story or Screen Story contracted under this Agreement shall share equally twenty percent (20%);
- If a Writer has been contracted to write a Story or Screen Story for an episode of a Series, and an Outline is required from another Writer, then ten percent (10%) shall be paid to the Writer of the Story or Screen Story, and ten percent (10%) shall be paid to the Writer of the Outline;
- The credited Writer(s) of the Script contracted under this Agreement shall share equally one hundred percent (100%) if there is no Story or Screen Story credit, or eighty percent (80%) where there is a Story or Screen Story credit;
- When no Story or Screen Story is contracted separately, the Outline shall be deemed to include the Story or Screen Story.
Variety and Magazine Format Programs
- When the only credited Writers have been contracted as Show Writers or Program Writers, they shall share equally one hundred percent (100%);
- When the credited Writers have been contracted as Show Writers or Program Writers and Contributing Writers, the Contributing Writers shall receive a percentage based on the number of minutes in the Program written by each such Contributing Writer divided by the number of minutes in the Program, and the balance shall be shared equally among the credited Show Writers;
- When the only credited Writers have been contracted as Contributing Writers, one hundred percent (100%) shall be shared among them, based on the number of minutes in the Program written by each such Contributing Writer divided by the number of minutes in the Program.
- When Writers are contracted for the writing of a Documentary and for the writing of Narration, and more than one Writer is credited, the Production Fee will be divided sixty percent (60%) to the credited Documentary Writer(s) and forty percent (40%) to the credited Narration Writer(s). In such an event, when more than one Writer is credited for the Documentary or Narration Script, the sixty percent (60%) Documentary Production Fee and forty percent (40%) Narration Production Fee shall be divided equally among the credited Documentary or Narration Writers.
- Documentaries without Narration. In the case of Documentaries without a Narration Script, the amount of the Production Fee and Distribution Royalties which shall be due to the Writer(s) shall be equal to sixty percent (60%) of the Production Fee and Distribution Royalties as calculated in accordance with the appropriate formula in C10 and C11. For further clarity, no additional writing shall be requested from the Writer after the delivery of the Documentary Treatment or Shooting Script.
Distribution Royalty Payments:
- Distribution Royalty payments shall be made only to credited Writers contracted under this Agreement. Such payments, if any, shall be made as per the reporting periods below. When payments to any other party entitled to a share of the Distributors' Gross Revenue are made more often, the Writer shall be accorded equal treatment. The Producer may elect to make Distribution Royalty payments more frequently.
- At least annually and while the production is in distribution, the Producer shall furnish to the Guild, a statement of all Distributors' Gross Revenue certified as correct by the Producer in the form of, and displaying the information required in Appendix G. Each report shall be delivered to the Guild in the same manner and frequency as the Producer reports to government agencies and/or other financiers. The first reporting period ends ninety (90) days following the delivery of the production to the Distributor. The reports shall be accompanied by the aggregate Distribution Royalty payments payable to Writers and an outline of the method of calculation of the Distribution Royalty. The Guild shall be entitled to appoint one or more person(s) to examine the records of a Producer relating to a Feature Film or program for the purpose of satisfying itself as to the propriety of the statement.
- Distribution Royalty payments due under the terms of this Agreement shall be paid to the Writers out of Distributors' Gross Revenue in priority to payments due to all other parties entitled to a share of the Distributors' Gross Revenue. The Producer shall be deemed to hold the aggregate Distribution Royalty payments in trust for the Writer(s) from the time that Distributors' Gross Revenue are received (or, in the case of a Distributor that is not at arm's length to the Producer, accrued) until the disbursement of same to the Guild on the due date, i.e. the date that each report is due.
- At the request of the Guild, the Producer will consent to the release of true copies of the reports dealing with Distributors' Gross Revenue, which have been filed with the government agencies and/or other financiers.
- When a Feature Film or program is distributed or otherwise exploited as part of a package of Feature Films or programs, the Distribution Royalty payments arising on account for such distribution shall be paid the Guild in trust for the Writers entitled thereto. The Guild shall determine the allocation of such payments to such Writers, taking into account the Producer's allocation of the revenue among the Feature Films or programs in any package. The Producer shall report such allocation when remitting the Distribution Royalty payments.
- Each Distribution Royalty payment to the Guild in the case of royalties arising from the distribution of a of Feature Film or program as part of a package, shall be accompanied by the Distribution Royalty Payment Form which is Appendix G of this Agreement. The Producer shall provide all information specified on the Form. At the time of payment, one copy of the Form shall be sent to the Writer and one copy shall be sent to the Guild.
- Fair Market Value: The Producer and/or distributor shall meet with the Guild to determine the fair market value of a program should such program be distributed for use by means of barter or exchange or other means for which a nominal fee or no fee is charged, or as part of a package of programs. The Distribution Royalty payments to Writers shall be based on such agreed fair market value.
- If a Producer acts as a distributor for a production or as a sub-distributor or has any interest in a distribution company that handles the production, this Article shall apply.
||If a Writer, Story Editor or Story Consultant is entitled to a share of the gross revenues or profits (or net revenues or profit, as the case may be) from a Feature Film or television program produced under this Agreement, then the definition of gross (or net) revenues or profits used to calculate such Writer's, Story Editor's or Story Consultant's share shall be no less favourable than the definition used to calculate the share of any other person(s) entitled to share in such gross (or net) revenues or profits.|
||The Writer(s) of a Script and the Guild shall be entitled to appoint one or more persons (the "representative") who, for the purpose of verifying the propriety of payments made under this Agreement, shall have the right to examine and audit, during normal business hours, all books, records, accounts, receipts, disbursements and any other relevant documents related to a production based on the Script. Upon giving reasonable notice to the Producer, the representative(s) shall be entitled to enter at normal place of business at annual intervals or more frequently, if warranted by the circumstances, as determined by the Guild. Such persons shall treat such information as confidential and shall use it only in relation to the matter at issue. The Producer shall forthwith pay the Writer(s) any payments found to be owing as a result of such audit. If the aggregate payments to which the Writer or Writers are or were entitled exceed the aggregate payment made to the Writer(s) by an amount which is in excess of five percent (5%) of the aggregate payments made, the Producer shall pay to the Guild its audit costs but not less than $100, nor more than an amount equal to twice the discrepancy.|
Purchaser's Assumption Agreement
- If the Producer sells, assigns, or otherwise disposes of any production produced under this Agreement, or any rights thereto, except for distribution rights (in which case Article A1114 shall apply) the Producer shall not be relieved of any of its obligations for payments due or reporting required under this Agreement, unless the third party to whom the said property or rights have been sold, assigned or otherwise disposed of (the Purchaser) assumes the obligations for such payments and reporting under this Agreement by the Assumption Agreement in the form contained in Appendix I, and the Guild approves the assumption in writing. Such approval shall not be unreasonably withheld.
- If the producer sells, assigns or otherwise disposes of rights licensed under this Agreement in Script Material which has not been produced, the Producer shall not be relieved of any obligations under this Agreement unless the third party to whom the rights licensed have been sold, assigned or otherwise disposed of (the Purchaser) assumes the obligations for such payments and reporting by Assumption Agreement in the form contained in Appendix J, and the Guild approves the assumption in writing. Such approval shall not be unreasonably withheld.
- Upon seeking the approval of the Guild upon a sale, assignment or other disposition as provided for herein, the Producer shall provide to the Guild such information and material pertaining to the Purchaser as the Guild may reasonably require, including but not limited to, the financial status of the Purchaser, the individual principals and/or directors of the Purchaser, and the terms and conditions of the Purchase Agreement.
Distributor's Assumption Agreement
- If the Producer, its successors and assigns, licences, sells, disposes or otherwise conveys any distribution rights in a program produced under this Agreement, the Producer shall use its best efforts to obtain an executed Distributor's Assumption Agreement. In respect of any outright sale or conveyance hereunder, (i.e. a disposition, the terms of which, do not include a requirement to report revenue to a Producer) a fully-executed Distributor's Assumption Agreement with the applicable Distributor(s) is a condition precedent to such sale or conveyance. The Distributor's Assumption Agreement shall be in the form attached as Appendix H.
- Upon seeking the approval of the Guild to an assignment, licence, sale, disposition or conveyance of distribution rights, the Producer shall also provide to the Guild such information and material pertaining to the Distributor, as the Guild may reasonably require, including but not limited to, the financial status, the individual principals and directors of the Distributor, and the conditions of the agreement which licenses, sells, disposes or otherwise conveys the applicable distribution rights.
- The Producer shall not be relieved of any of its obligations for payments due under the Agreement, unless the distributor to whom the distribution rights have been licensed, sold, assigned, or otherwise disposed of (the Distributor) assumes the obligations for such payments by a Distributor's Assumption Agreement in the form contained in Appendix H, and the Guild approves the assumption in writing. The Guild's approval shall not be unreasonably withheld.