Key Terms of a Television Program Distribution Agreement
1. Grant of Rights
The Producer grants to the Distributor the right to distribute, license, market, and exploit the programs and all elements thereof in the Media and in the Territory. These rights include the rights to dub the programs into foreign languages and to make cuts.
2. Media
The grant of television rights shall permit the Distributor to exploit the Programs and all elements in all forms of television.
4. Term (Término)
The agreement shall renew itself automatically for further periods of one year. Periods shall be subject to the right of termination by either party by giving at least 90 days written notice to the other party.
5. Distribution
The Distributor shall seek in good faith to maximize the exploitation of the rights granted. The Distributor shall have sole control over all distribution activities.
6. Delivery
The Producer shall deliver to the Distributor the delivery items that may be reasonably necessary for the Distributor to perform the Distributor’s services.
7. Distribution Fees
(a) The Distributor shall retain as its sole and exclusive property from all exploitation of the Programs the distribution fees. (b) “Gross sales” shall be defined to mean all revenue generated by the exploitation of the Programs by the Distributor. (c) If this Agreement shall be terminated early for any reason, the Distributor shall be entitled to receive commissions due to it in respect of all agreements for exploitation of the Program in the Licensed Territory.
8. Distribution Costs and Expenses
After deduction of the fees, the Distributor shall recoup from gross sales of the Programs all distribution costs and expenses that have been advanced or incurred by the Distributor in connection with the distribution of the Programs.
9. Recoupment of Advances
The Distributor shall recoup from the remaining proceeds to it from the Programs the Production Advance.
10. Reports, Payments, and Accountings (Informes, pagos y contabilidades)
(a) The Distributor shall report and account to the Producer in writing within 45 days after the end of each reporting period. A separate report will be issued for each of the Programs, although a series may be reported as a single unit. (b) With respect to blocked or restricted funds, the Distributor will report such funds to the Producer and the Producer will have the right to require the Distributor to deposit the Producer’s share of such funds in a bank account. (c) The Distributor shall keep true, complete, and accurate books of account and records pertaining to all financial transactions in connection with the performance of the Distributor’s obligations.
11. Copyright and Copies
(a) The Producer shall ensure that its copyright in each of the Programs is properly protected and registered in any market in which the Programs are distributed. (b) The Distributor will not duplicate or otherwise reproduce the Programs in any manner, nor permit any of its sub-licensees to do so.
12. Warranty and Insurance
(a) The Producer warrants that it has the right to grant the Distributor the rights granted and that the Distributor’s exercise of those rights will not infringe or violate the rights of any third party. (b) The Producer warrants that it has obtained the necessary music synchronization and performance licenses for the exploitation of the Programs and that all musical compositions in the Programs are controlled by ASCAP, BMI, or another performing rights society. (c) The Producer will maintain a standard Errors and Omissions insurance policy for the Programs.
13. Production Finance (Finanzas de la producción)
(a) “Production Advance” shall refer to all sums advanced or paid by the Distributor in connection with the production of the Programs. (b) Interest shall accrue on the Production Advance until repaid or recouped. (c) The Producer shall be solely responsible for any costs relating to the Programs that exceed the amount of the Production Advance. (d) In the event the Producer fails to deliver any of the Programs without limiting any other right or remedy of the Distributor, the Distributor shall be entitled to demand, and the Producer shall immediately pay to the Distributor. (e) The Producer grants the Distributor a first priority lien and security interest in all rights, including:
- (i) The copyright in and to each Program;
- (ii) All print, sound, and/or videotape copies and/or elements of or relating to the Programs;
- (iii) All literary property rights and ancillary rights including all right, title, and interest of the Producer in the teleplays of the Programs;
- (iv) All right, title, and interest of the Producer in the music used in the Programs;
- (v) All contract rights of the Producer relating to the Programs in any and all media throughout the world;
- (vi) All proceeds of the Programs and of any of the elements of the Programs.
The Producer agrees to execute such financing statements. (f) The Distributor shall have the right, but not the obligation, to take over and manage production of any or all of the Programs.
14. Indemnification (Indemnización)
(a) The Producer shall indemnify and hold the Distributor harmless from and against any demand, claim, action, liability, and expense provided that the Distributor shall promptly notify the Producer of any such demand, claim, etc. (b) The Distributor shall defend, indemnify, and hold the Producer harmless from and against any demand, claim, action, liability, and expense provided that the Producer shall promptly notify the Distributor of any such demand, claim, etc.
15. Producer Remedies
The rights granted to the Distributor are irrevocable, and the sole remedy of the Producer in the case of a default by the Distributor shall be an action for monetary damages.
16. Notices
Any notice required to be given shall be given by receipted fax, confirmed e-mail, or certified mail to the parties.
17. No Partnership
This agreement shall not be construed so as to constitute a partnership or a joint venture between the parties hereto.
18. Lab Letter
The Producer shall supply the Distributor with a lab access letter covering all material relating to the Program.