ASK & DISCUSS INDEX

8 years, 7 months ago - Paddy Robinson-Griffin

You're smart to be wary - I know there are some distribution companies offering this kind of thing with some very crappy contracts - basically you're giving them your film, for free. Things like minimum payments, marketing and platform fees, and old fashioned exotic accounting can absolutely nail you. Fancy posting the body of the offer here? The devil will ALWAYS be in the detail.

8 years, 7 months ago - Andrew Ionides

Thanks Paddy. Yeah it all sounds a bit too good to be true. I have copied and pasted the body of it below. I have replaced the company's name with PRODUCTION COMPANY. Be great to know your thoughts (if you have time - it's long!)


SALES AGENT AGREEMENT
I. PICTURE: The Quiet Zone
TERRITORY: Worldwide
II. TERM: Four (4) years following the date of the full and complete delivery of all delivery materials set
forth in the Delivery Materials List (which is attached hereto and hereby incorporated herein) for
Distributor’s optimization of the Picture in the Territory (“Term”). All licensing and/or distribution
agreements which Distributor enters into on behalf of Filmmaker shall not have licensing periods which
exceed the Term without the prior written consent in each case by Filmmaker.
III. NON-EXCLUSIVE GRANT OF RIGHTS. Filmmaker hereby grants to PRODUCTION COMPANY,
non-exclusively, throughout the Territory and during the Term all the necessary rights for PRODUCTION COMPANY to manufacture, promote, market, sell, and otherwise distribute the Picture in any or all
of the Formats by any means determined by PRODUCTION COMPANY at its sole discretion. The rights
are:

a) Pay Television Rights (including block programming on third party platforms), Internet Rights,
Wireless Rights, Mobile Rights, Catch-up Rights, Start Over & Look Back Rights, VOD Rights,
all on the Licensed Service only;
b) Non-Theatrical Rights and Clip Rights for marketing & promotional activities relating to
Licensed Service.
During the License Period, Picture cannot be licensed to any PAY TV dedicated short film channels
except for the channels that PRODUCTION COMPANY has licensed the Picture to (if any). Additionally,
during the License Period, the Picture cannot be released or made available in full by Licensor on the
open or ‘free’ Internet.
All rights not specifically granted to PRODUCTION COMPANY hereunder are expressly
retained by FILMMAKER.
IV. DISTRIBUTOR’S FEE: Twenty percent (“Distributor’s Fee”) of all gross monies and revenue
actually paid to or credited to the account of the Distributor from the sale, lease, license, or distribution of
the Picture in the Territory without any deductions (“Gross Receipts”). Notwithstanding anything to the
contrary contained herein, any advance payments or security deposits shall not be included in the
computation of Gross Receipts until such payments or deposits are actually nonreturnable, earned,
forfeited or applied by Distributor to the Picture.
V. DISTRIBUTOR’S EXPENSES: Distributor shall expend and recoup from “Filmmaker’s Share of
Gross Receipts” (as defined below), all of Distributor’s out-of-pocket servicing, publicity, delivery,
distribution and any other customary expenses paid or incurred by Distributor in connection with the
Picture (including, without limitation, all costs of the pitching to buyers and labor, as well as attending
markets, if necessary) (“Distributor’s Expenses”). Distributor’s Expenses shall not exceed the sum of One
Thousand and Two Hundred Dollars (U.S. $1,200) without the prior written approval of Filmmaker.
VI. FILMMAKER’S SHARE OF REMAINING GROSS RECEIPTS: From first Gross Receipts,
Distributor shall deduct and retain a sum which equals the Distributor’s Expenses. Thereafter; from all
remaining Gross Receipts, eighty percent (80%) thereof shall be paid to Filmmaker, (“Filmmaker’s 80%
Share”) in accordance with the accounting provisions herein below (“Filmmaker’s Share of Gross
Receipts”) and twenty percent (20%) thereof shall be paid to PRODUCTION COMPANY.
VII. DELIVERY OF THE PICTURE; WARRANTIES: The Picture and all delivery materials set forth in
Paragraph XII shall be delivered no later than 30 days after the signed execution of this agreement. Time
is of the essence. Filmmaker warrants and represents that Filmmaker owns or controls all rights granted to
Distributor hereunder, that there are no liens and/or encumbrances and/or judgments against and on the
Pictures and/or on the rights granted to Distributor hereunder, and that Filmmaker has the right to enter
into and be bound by the terms and conditions of this Deal Memo.
VIII. ACCOUNTINGS: Distributor shall render written statements biannually. All statements shall be sent
no later than thirty (30) days after the end of the respective accounting period and shall be accompanied
by all monies due to Filmmaker. The accounting period begins after PRODUCTION COMPANY has
received and approved all deliverables.
IX. CREDITS/EDITING: Distributor will not alter or permit to be deleted any credit, logo, copyright or
trademark notice or other legal notice included in the Picture. Distributor will comply or cause the
compliance with all billing requirements and restrictions provided to Distributor by Filmmaker.
Distributor will not have the right to cut or edit the Picture except as follows: for governmental
censorship; to avoid legal claims; to meet standards and practices of broadcasters; and for length for
particular media (such as television). No alterations shall be made without first consulting with the
Filmmaker and obtaining the Filmmaker’s permission.
X. REPRESENTATION AND WARRANTIES. FILMMAKER represents and warrants as follows:
a) It has full right, power and authority to enter into and perform this Agreement and to grant to
PRODUCTION COMPANY all the rights herein granted, and will continue during the Term to
possess such right, power and authority.
b) All of the following have been, or will be, fully paid or discharged by FILMMAKER:
i. all claims and rights of owners of copyrights in the Picture and in the literary, dramatic,
musical or other material appearing, used, or recorded in the Picture (including, without
limitation, any and all guild and union payments which may be or become due) and
ii. all claims and rights of any persons, firms, or entities with respect to the use, distribution,
performance, and exploitation of the Picture, and any music contained therein.
c) Neither the Picture nor any part thereof, nor any materials contained therein or synchronized
therewith, nor the exercise by PRODUCTION COMPANY of any rights herein granted, violates or
will violate, or infringes or will infringe, any trademark, trade name, contract, agreement, license,
copyright (whether common law or statutory), patent, literary, artistic, dramatic, personal, private,
civil or property right, or right of privacy or any law or regulation or other right whatsoever, or
slanders or libels, any person, firm, corporation or association whatsoever.
d) All Elements required to be delivered under Paragraph XII are, or will be made, available to
PRODUCTION COMPANY pursuant to all of the terms and conditions of Paragraph XII must be
of a quality suitable for television broadcast, and notwithstanding the foregoing, the masters
required to be delivered under Paragraph XII must conform with the technical specifications
described in Paragraph XII of this agreement.
XI. INDEMNIFICATION: FILMMAKER and PRODUCTION COMPANY hereby indemnify, defend and
hold the other, and their respective subsidiaries, affiliates, licensees, agents, officers, directors and
employees harmless from and against any and all demands, claims, actions or causes of action,
assessments, liabilities, judgments, damages, losses, costs or expenses whatsoever, including reasonable
attorney’s fees of outside counsel of indemnitee’s choice incurred
a) in connection therewith (which will also include costs and expenses incurred in investigating,
preparing or defending against any action, suit, proceeding or investigation, commenced or
threatened) and
b) in seeking indemnification therefore, which may be sustained, incurred or suffered by, or secured
against, the indemnitee, or any of its subsidiaries, affiliates, licensees, agents, officers, directors
or employees, by reason of or arising out of, a breach by the indemnitor of any of the
representations, warranties, covenants or agreements contained herein, or in the exercise by
PRODUCTION COMPANY of any of the rights, licenses or privileges granted hereunder.
Promptly after learning of the occurrence of any event which may give rise to its rights under the
provision of this Paragraph XI, the indemnitee shall give written notice of such matter to the indemnitor.
The indemnitee shall cooperate with the indemnitor in the negotiation, compromise, and defense of any
matter. The indemnitor shall be in charge of and control such negotiations, compromise, and defense of
any matter. The indemnitor shall be in charge of and control such negotiations, compromise and defense
and shall have the right to select counsel with respect thereto, provided that the indemnitor shall promptly
notify the indemnitee of all developments in the matter. In no event shall the indemnitee compromise or
settle any such matter without the prior written consent of the indemnitor, and the indemnitor shall not be
bound by any such compromise or settlement absent it prior written consent. This Paragraph XI will
survive the termination of this Agreement.
XII. DELIVERY: FILMMAKER hereby agrees to deliver to PRODUCTION COMPANY all of the
materials described below (the “Elements”). Preparation and delivery of the Elements will be at
Filmmaker’s expense (if necessary). All costs associated with the use of the Elements, except as expressly
provided in this Agreement, as well as the cost of delivery of the Elements back to Filmmaker, will be at
PRODUCTION COMPANY’s expense. Filmmaker hereby understands, acknowledges and agrees that all
Elements delivered to PRODUCTION COMPANY shall be pre-approved for PRODUCTION COMPANY’s use.
The following Elements must be delivered to PRODUCTION COMPANY as soon as possible but in no
event later than thirty (30) days following full execution of this agreement. Time is of the essence:
a) The following masters:
i. ELECTRONIC FILES: Electronic delivery via online file sharing software, external hard
drive, USB Key or any data transfer device. Delivery materials may be provided on a
CLEARLY LABELLED Hard Drive.
ii. HIGH DEFINITION SOURCE PROFILE: Please deliver short film via one HD master
file in the following format:
• Apple ProRes 422 HQ or Uncompressed. (NOT ACCEPTED: Apple Pro Res H264). • VBR expected at !220 Mbps • 920 x 1080 square pixel aspect ratio material. • Native frame rate of original source:
o 24 or 25 progressive frames per second
o 23.976 progressive frames for inverse telecine sourced from film
o Telecine materials will not be accepted • HD source may be delivered matted: letterbox or pillarbox.
If the short film originally shot on video or includes mixed frame rate sequences, please
deliver one HD master file exported using the aspect ratio and the frame rate of your
master-editing project. Please note that using mixed frame rate sequences in the program
may jeopardize a potential release on platforms such as iTunes.
iii. SOUND:
• Channels 1&2 – Full Stereo Mix. • Only if available, Channel 3 – Dialogue, Channel 4- Music & Effects • If 5.1 Surround is available, please deliver a separate video file with the “5.1” audio
only. • Surround:
o LPCM in either Big Endian or Little Endian, 16 –bit or 24-bit, at least 48kHz
o Each audio channel must have an assignment.
iv. LABELS: All labels must be given the following:
• Title • Total running time
b) Additionally, the following files are to be delivered within 30 days of the signed execution of this
agreement:
i. Completed Exhibit A – Film Information Form
ii. Film Poster: Jpeg Portrait, 2000 x 3000 Pixels, RGB 300 dpi. A “clean” version of this
poster must be provided to include the Film title but no credits / awards / urls / production
info / logos / small print or other information.
iii. 2 or 3 Hi-RES (HD minimum) Film Stills (300 DPI) (JPeg, Tiff or RAW)
iv. English language dialogue list scripted from the final edit of the film, or the shooting
script of the film.
v. One completed music cue sheet (PDF or MS WORD). This is only for films that feature
any form of music heard during the film. If needed, see Exhibit B for example.
c) SUBTITLE/CLOSED CAPTIONING FILES: If necessary and available, please include English
language subtitle (.pac format) and closed caption files for the Film.
Notwithstanding anything contained in this Agreement to the contrary, Filmmaker understands,
acknowledges and agrees that the Elements delivered to PRODUCTION COMPANY must, in all respects,
contain current, correct and accurate information, and, further, must be of suitable quality and content to
effectively package, market and sell the Picture, as determined by PRODUCTION COMPANY in its sole
but reasonable discretion. As soon as possible after the tendered delivery of each item specified above,
PRODUCTION COMPANY will advise Filmmaker if any Elements are unacceptable, unsuitable or
incomplete and Filmmaker will promptly thereafter deliver suitable and complete Elements. If such
unsatisfactory delivery of any of the Elements has not been cured in total within thirty (30) days from
receipt by Filmmaker of notice from PRODUCTION COMPANY in accordance with the delivery
requirements of PRODUCTION COMPANY will have the right to either:
a) create or cause to be created any and all materials necessary to remedy the unsatisfactory delivery
of Elements to PRODUCTION COMPANY by Filmmaker, the cost and expense of which will be,
at PRODUCTION COMPANY’s sole discretion, either charged back to Filmmaker or offset against
any unpaid Advance and/or Royalties and Net Profits due hereunder; or,
b) terminate this Agreement with respect to any Picture for which satisfactory delivery of the
Elements has not been made, in which event all of the obligations of PRODUCTION COMPANY
hereunder with respect to such Picture will terminate.
XIII. ACCOUNTING RECORDS: PRODUCTION COMPANY will keep full and complete records of all
transactions relating to the Picture.
XIV. FILMMAKER’S COPYRIGHT AND TRADEMARK OBLIGATION: Filmmaker
hereby agrees that it will promptly undertake the task to secure and diligently preserve throughout the
Term of this agreement any and all necessary and proper trademarks, service marks and/or copyright
registrations, in the appropriate class or classes, pertaining to the Picture.
XV. GENERAL PROVISIONS:
a) Amendments: This agreement cannot be amended, modified or changed in any way whatsoever,
except by a written instrument duly executed by both parties hereto, and this Agreement
supersedes all prior written or oral agreements, statements or representations.
b) Governing Law: This Agreement will be construed and interpreted in accordance with the laws of
New York applicable to contracts made and fully performed in New York.
c) Delivery of Elements and Statements: All Elements delivered pursuant to Paragraph XII will be
sent to the parties, at the address set forth in Paragraph XV.d.
d) Notices: All notices hereunder will be in writing and sent by certified or registered mail,
telecopier, or messenger to the addresses set forth below to PRODUCTION COMPANY:

Any such notice or approvals sent hereunder will be deemed served or received upon delivery,
except notices sent by telecopier, which will be deemed delivered when sent. Each party may
designate in writing such other place or places that notices may be given hereunder; provided,
however, that any notice of change of address will only be effective upon actual receipt thereof by
the other party.
e) Integration: This Agreement, together with any exhibits and schedules, is entire and complete,
and no representations, warranties, agreements or covenants, expressed or implied, of any kind or
character whatsoever have been made by either party to the other except as expressly set forth in
this Agreement. This Agreement constitutes the entire agreement between the parties with respect
to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first written above.
By: __________________________ By: ______________________________

PRODUCTION COMPANY
Date: ___________________________ Date: _______________________________

8 years, 7 months ago - Lee 'Wozy' Warren

One thing I noticed a lack of was the requirement of a 'fully filled' M&E mix and a picture QC report with PASS. If you only have a composite mixed stereo sound track then you wont be able to enter markets where dubbing is required.

A feature I'm a producer on has just gone through this also and we've had to spend thousands of pounds to get the passes and mixes correct.

My 2c worth.

8 years, 7 months ago - Andrew Ionides

Thanks Lee. I appreciate the response. Yes that is odd re: lack of M&E mix, as they're proposing it to be distributed worldwide. My question is, is it worth spending all that money on the correct mixes for a short film, especially when nothing's guaranteed at the moment? A feature I imagine would be worth more the money no?

8 years, 7 months ago - Paddy Robinson-Griffin

There are quite a lot of deliverables for a short. Any deliverables you don't deliver to the distributor's satisfaction may be recreated by the distributor at your cost. Then the next (ie first) $1500 goes to the distributor (fee and expenses), before you'll see a penny. Realistically will you see $1500 for your short (hint - nobody buys shorts)? Plus the cost of deliverables. Plus trusting the company to do accurate and complete books for sales of your film (an expense in itself).

8 years, 7 months ago - Dan Selakovich

Here's the short answer: you'll never see a dime. But in the end, maybe that's OK. Shorts just don't make money, but need to be seen to move you up the ladder. So the question I'd ask myself, are these people in a position to get your film seen? And is it of sufficient quality to get you future work?

The deliverables are a shit ton of work. Man, that's a lot for a short. The script for subtitles alone. Typically, this is a list with a timecode reference to each line of dialogue in your movie. It's not enough just to give them your shooting script. That's just one little thing in that deliverables list. Maybe you don't have a lot of dialogue and could pump that out in a few hours. Maybe it will take all day. Is it worth it? I would consider how much those deliverables were going to cost me in time and money, then decide if it was worth it. Also, they can reject anything you deliver. If they don't like the artwork, for example, they can have you redoing the poster dozens of times until they're happy. It probably won't happen, but it could.

They are putting the E & O on you. (That's errors and omissions insurance). If somebody decides to sue, it's you, not this distributor they'll be suing. Or if they DO sue the distributor, you'll have to pay the distributor's legal fees. If you're not carrying E and O, you'll have to go through your film with a fine tooth comb to make sure there's nothing in there that can get you sued.

8 years, 7 months ago - Paddy Robinson-Griffin

PS - obviously I know nothing of the guys involved, and you may have a unicorn sales agent/distributor who isn't incompetent or crooked, there's every chance one exists. Just don't underestimate that there are plenty of either staggeringly incompetent or utterly crooked ones out there.

One has managed to miscategorise a recent film I was on with the biggest retailer, so it's hidden in the deep corner of the least appropriate shelf and sales have been wounded in the only time of year people actually buy DVDs. Another guaranteed a sale, waited until our backer was doing due diligence and got in touch, slagged off our project and tried to sell his own in place (basically used us to generate leads for his own finance). Another I know is so close to going to prison for systematic and yet simultaneously incompetent fraud that even marginal producers are backing away. Another producer with a sales wing had a lovely write-up in the trades as basically being on the "do not touch" list and frankly is probably marking time before his own criminal trial. These people are very much out there. I'm not saying the guys who contacted you are like this, but I'd probably prefer the burden of proof to be on them, given the people who do circulate in those waters.

BTW another SP member got in touch a month or so ago with a similar proposition from a sales agent for shorts. A little digging into the people involved showed the were absolutely crooks with a lot of unhappy clients. Probably not the same guys (these wanted some advance fee as I recall, and even set up their own fake festival to act as a feeder to their sales funnel), just keep your wits about you. Seeing how many sharks are in this water, nobody reputable will object to you doing due diligence.

8 years, 7 months ago - Alwyne Kennedy

I confess I've only lightly skimmed the contract, and I know virtually nothing about film distribution. But I do find it a bit odd that they have contacted you, seemingly out of the blue, to make you an offer that could perhaps leave you out of pocket. I'm wondering if this is not a sophisticated, film version of old-fashioned book vanity publishing? Perhaps they are contacting short film makers in the hope that some will take the bait, and, after the filmmaker has paid various fees, the film will never be properly distributed? Or at all? There are an awful lot of short film makers and it's likely that one day someone will think of a clever way to trick them out of cash, and appealing to filmmakers' keenness to be distributed would be a good angle. You say you've checked out their website and they seem legit, well, a convincing website would very much be high up on any vanity distributer's to-do list.

Of course, it may well all be legit, and I could be fully wrong. I mean, it's not like I've never been wrong before.

8 years, 7 months ago - Andrew Ionides

Thanks everyone. I'm generally sensing a negative vibe from this so I think I'll leave it. Sounds too costly and complicated. Best to continue with film festival route or cold-call agencies for representation.

Thanks again and have a great Christmas!

8 years, 7 months ago - Paul Campion

I wouldn't sign this, and I agree that you'll probably never see a penny from them.

This doesn't appear to be a sales agents agreement. A sales agent only has the right to licence the film to a distributor, whereas this allows them to manufacture and sell worldwide which is a distribution agreement, so they want the ability to sell it themselves as well as act as a sales agent.

"Additionally, during the License Period, the Picture cannot be released or made available in full by Licensor on the
open or ‘free’ Internet." - This clause means you cannot put the film on the internet for 4 years, even if they don't make a single sale, so you're restricted to just showing it at festivals.

There's nothing that says you have the right to request an audit of their accounts.

Their expenses are very high £1,200, so would expect that you won't see a penny in profits. As some of the other people above have mentioned, the deliverables are excessive for a short film, and they have they right to charge you creating any deliverables they're not happy with, which would they would probably get done at a deal to themselves but charge you full rate, which would come out of your profits.

I would suggest approaching a bona-fide Short Film Sales agent:
http://film.britishcouncil.org/resources/shorts-animation-experimental/shorts/short-film-sales-agents

If your film has attracted this interest, then one of them would probably be interested in taking it on, and they would start by negotiating a proper contract with this company on your behalf.

But there is no way I would sign a 4 year world-wide distribution deal with a company that restricts you from doing anything with your own film other than submitting it to film festivals.

I've had one of my shorts Night of the Hell Hamsters with a good short film distributor and its made about £600 over 10 years, and another short film Eel Girl that is on a lot of DVD compilations put together by some big film festivals, and I've yet to see a penny from them.

8 years, 7 months ago - Andrew Ionides

Aah that's brilliant Paul. I will certainly do some digging about with the Short Film Sales agent link you kindly sent. Have you tried these Sales Agents yourself? Also, on the off chance, do you know any good ones that specialize in short horror?

8 years, 7 months ago - Simon Mercer

After my short won some awards I got loads of these offers.. I seriously would not bother. You'd do better slapping it up on youtube/vimeo for exposure and future funding.

8 years, 7 months ago - Andrew Ionides

Fully agreed Simon. Definitely would rather do the Vimeo route.