Distribution Agreement

This "Agreement" is made between Docworkers, Inc., d/b/a Distribber, a California corporation ("Distribber") and the "Rights Holder" listed below. This Agreement shall be deemed to incorporate by reference all exhibits hereto.

The Film (the "Film"):
Running Time: minutes

Rights Holder (the "Rights Holder"):

Contact Person:
Address:
Phone:
Email:

I hereby warrant that I have the full right, power, and authority to enter into this Agreement and to grant the rights herein granted. (Distribber may ask for proof of authority.)

The following sets out certain terms and conditions that are deemed incorporated in the Agreement between Rights Holder and Distribber.

1. Grant of Rights. By signing below, Rights Holder grants to Distribber throughout the world, and during the Term as defined below, the following exclusive digital distribution rights:
1. to sell, copy, distribute, and otherwise exploit the Film digitally through outlets agreed to by Rights Holder on Exhibit A (stores listed on Exhibit A are referred to herein individually and collectively as "Licensees"). Exclusivity pertains only to the outlets listed on Exhibit A;
2. to collect on behalf of Rights Holder all Revenue derived therefrom;
3. to use the names, photographs and likenesses, artwork images, biographical and other information provided by Rights Holder in connection with the Film and Distribber's general business to promote and exploit the film; and
4. to create and distribute thumbnail images and clips of up to 30 seconds run_time in connection with the promotion of the Film.
2. Distribution Term. The distribution term ("Term") is for the time being "live" on the platforms selected, unless Rights Holder notifies Distribber in writing of Rights Holder's desire to terminate the Agreement, at least thirty days prior to the end of the Term, the Agreement will automatically be renewed on a month-to-month basis thereafter. Rights Holder may terminate the agreement at any time. If Rights Holder does provide a notice of termination, Distribber will have fifteen business days from receipt of termination notice to notify all Licensees to remove the Film from their sites and applicable services, though timeframes of take downs do vary from platform to platform. If Rights Holder requires the Film to be removed during the Term, Rights Holder shall pay Distribber a take-down fee of $200 for (iTunes) $200 for (Netflix) $200 for (Hulu) and $50 for (Amazon).
3. Payment and Accounting.
1. In consideration of the services rendered hereunder, Rights Holder will pay to Distribber the required fees per outlet upon signing. Distribber is under no obligation to render services until payment is received. Rights Holder is required to purchase an annual fee-based subscription of $150 each year per film thereafter and expressly agrees that Distribber is authorized to deduct Rights Holder's annual subscription fees, any applicable tax, and other charges Rights Holder may incur in connection with use of Distribber's services directly from Rights Holder's account or charge such fees to any alternative payment method Rights Holder provides. Any charges besides the annual subscription fee and applicable taxes, shall be discussed and agreed upon before deduction, except a $15 payment fee per royalty check, direct deposit, or paypal transfer delivered to the filmmaker per each film. It is Rights Holder's responsibility to notify Distribber if the payment method has changed. If a valid payment method is not provided, Rights Holder's service may be disconnected or interrupted or deducted from revenue.
2. If the Film is not accepted by any outlet, Distribber shall refund the full payment less a $120 administrative fee per outlet that rejects the Film. Upon acceptance into iTunes, Hulu, Netlfix, Amazon, Redbox, or any other platform that Distribber is offering 100% of Rights Holder's paid fees are non-refundable. Rights Holder acknowledges that it is solely responsible for any additional costs required to cure defects in the source material and/or satisfy Licensees' QC requirements. Distribber shall notify Rights Holder within 30 business days of any issues arising with encoding of the Film for any Licensee and any additional costs required. Rights Holder shall have 30 days from the date on the notice to either pay the additional costs required or terminate the contract and receive any monies paid (except the non-refundable fee if accepted into any of the platforms.)
3. Distribber will pay Rights Holder one hundred percent (100%) of Revenue (as defined below). Rights Holder shall be responsible to update contact and mailing address information. Payments will be attempted to be made for the preceding calendar quarter within 30 days of each quarter ending on: March 31st, June 30th, September 30th, and December 31st and sometimes earlier.
4. "Revenue" means Distribber's actual revenue credited or received by Distribber, or any affiliated individual or entity of Distribber, from Licensees related to the sale or rental of the Film, less any applicable taxes.
5. At any time within three (3) months after a statement of income is submitted to Rights Holder by Distribber, Rights Holder shall have the right to audit Distribber's books and records, at Rights Holder's sole cost and expense, but only with respect to such statements and payments related to the Film. Such audit shall be conducted by a certified public accounting firm who is not being compensated on a contingent fee basis. As a condition of such audit, all persons participating in such audit must agree to Distribber's then-standard non-disclosure and confidentiality agreement. Audits shall occur at times mutually agreed to between Distribber and Rights Holder during regular business hours and at Distribber's regular business address. Rights Holder shall conduct an audit no more frequently than twelve (12) months intervening each audit. Any failure to give written legal notice or objection within the three (3) month period from the date of the statements and payments to Rights Holder shall bar any further objections by Rights Holder. Rights Holder, in that situation, shall be foreclosed from maintaining any action, claim, or proceeding against Distribber on those statements and payments.
6. To the extent that Rights Holder owes any amounts to Distribber as a consequence of this agreement, Distribber shall have the right to deduct all or a portion of such amounts from any Revenue otherwise then payable to Rights Holder.
4. Deliverables. Rights Holder shall provide Distribber all deliverables requested in the project submission process at Rights Holder's sole expense. Rights Holder acknowledges that Distribber will not be obligated to furnish its services hereunder until receipt of all deliverables.
5. Third Party Obligations. All third party participations and payments (including, without limitation, all fees, payments, costs or charges to any producer, director, writer, actor, composer, musician or any other Person who performed services or furnished material in connection with the Film, and/or to any guild, union, performing rights society, publisher or owner of master recordings) are Rights Holder's responsibility and shall, under no circumstances, be the responsibility of Distribber.
6. Warranties and Representations. Rights Holder warrants and represents that:
1. Rights Holder has the right and authority to enter into this agreement and to grant to Distribber all rights specified herein.
2. The Film, including any third party material embodied therein, and any other materials furnished by Rights Holder to Distribber or relating to the Film are owned or controlled by Rights Holder and do not infringe the copyright or other rights of any person or entity.
3. To the best of Rights Holder's knowledge, Distribber will have the right to exploit the Film in all manner hereunder free from adverse claim and without any obligation to make any payment of any nature to any person or entity, other than the payments due to Rights Holder described above.
4. All necessary synchronization, public performance and other licenses for the use of any musical compositions throughout the Territory on digital versions of the Film and the exploitation by Distribber of its other rights herein have been obtained from the copyright owners or their authorized representatives. All monies payable under such licenses have been or will be paid by Rights Holder.
5. Rights Holder has obtained and shall maintain during the Term hereof, standard producer's (errors and omissions) insurance in respect of the Film and shall add Distribber as an additional named insured thereon. Such errors and omissions insurance shall be for no less than three (3) years and have limits of not less than One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) in the aggregate and shall have a deductible of not more than Twenty-five Thousand Dollars ($25,000) per occurrence. The insurance policy shall provide that it shall be primary, and that no insurance that may be maintained by Distribber shall be deemed contributory in any way. Rights Holder shall, as part of its Deliverables, deliver to Distribber the certificate of insurance evidencing the foregoing. Distribber shall not consider Deliverables complete without this certificate and will not submit to Licensees until received.
7. Indemnification. Rights Holder will defend and indemnify Distribber and any of its affiliates (including any directors, members, officers, employees and other representatives, and Licensees) against any third party claims, liabilities, damages, costs, and expenses or losses resulting from (i) a breach, or a claim that, if true, would constitute a breach of the foregoing warranties; and (ii) any claim that Distribber or any Licensee does not have the full rights to exploit the Film, both including reasonable attorneys' fees and reasonable litigation expenses. Distribber will give Rights Holder prompt notice of any claim and Distribber shall have the option to hire and defend itself at Rights Holder's expense. If a claim is made, Distribber will have the right to withhold payment of any monies due hereunder in an amount reasonably related to the claim and potential expenses. Any settlement of any claim which imposes obligations on Distribber shall be subject to Distribber's prior written approval. Distribber will defend and indemnify Rights Holder and any of its affiliates (including any directors, members, officers, employees and other representatives) against any third party claims, liabilities, damage costs and expenses or loses resulting from a breach, or a claim that, if true, would constitute a breach of the foregoing warranties, representations or agreements contained herein, including reasonable attorneys' fees and reasonable litigation expenses.
8. Other Agreements.
1. Rights Holder acknowledges that in providing the services and payments hereunder, Distribber will be required to enter into certain sublicensing agreements with various consumer stores. Rights Holder agrees that this Agreement shall be subject to any applicable terms and conditions of the agreements Distribber enters into with respect to such consumer stores.
2. Without limiting the generality of the foregoing, Rights Holder acknolwedges that (i) consumer stores and sub-distributors will have the right to use content protection programs in connection with the Film, and (ii) consumer stores and sub-distributors may withdraw the Film from distribution at their sole discretion.
3. Distribber will have no liability to Rights Holder for the acts or omissions of any consumer stores and sub-distributors.
9. Miscellaneous.
1. Distribber reserves the right to reject, for any reason, the Film or any Deliverables that Rights Holder submits and to refund the full amount minus the administrative fee mentioned above.
2. Distribber cannot guarantee the acceptance into a platform or the sale or rental of the Film by the general public, which will depend on consumer preference.
3. Distribber may assign its rights under this agreement in whole or in part. Rights Holder must notify Distribber in writing within 30 days and provide new contact information if Rights Holder assigns this Agreement. This Agreement does not create a partnership or joint venture.
4. The parties acknowledge and agree that in the course of negotiating and transacting business under this Agreement each party may become aware of certain confidential information related to the other's business and business practices. Except to the extent that such information is generally available to third parties or is required to be divulged by operation of law, the parties agree to keep such information confidential.
5. Neither party will be in breach of this Agreement unless the other party has given the breaching party notice, and the breaching party fails to cure such breach within 30 days after receipt of such notice. If Rights Holder is in uncured, material breach of this Agreement, Distribber may pull the Film from all Licensees immediately.
6. Rights Holder acknowledges that he or she has read and understands Distribber's Privacy Policy as more fully described on Distribber's website, and by clicking "I agree" has accepted the terms and conditions therein, as they may be amended from time to time. Distribber shall notify Rights Holder of any substantive changes.
10. Remedies. The rights and remedies provided by this Agreement are cumulative and are not exclusive of any rights and remedies provided by law.
11. Notices. All notices must be given in writing to the respective addresses of Rights Holder and Distribber listed above, or at any subsequently-designated address of which the other party has been notified. Notice may be given: in person, by commercial courier or private messenger, via the U.S. mail (postage prepaid), email, or by fax. Notice is deemed received: as of the date of any applicable receipt signed by or on behalf of the receiving party, the date of confirmation of transmission by fax, acknowledgment of receipt by other party via email, or five days after deposit in the U.S. Mail (postage paid) via certified mail or with an executed certificate of mailing.
12. Governing Law/Mediation and Arbitration. This Agreement shall be governed by the laws of the State of California. All disputes arising out of this Agreement shall be submitted to mediation in Los Angeles County in accordance with the rules of Arts Arbitration and Mediation Services, a program of California Lawyers for the Arts. If mediation is not successful in resolving all disputes arising out of this agreement, those unresolved disputes shall be submitted to final and binding arbitration in Los Angeles county. The arbitrator shall be selected in accordance with the rules of Arts Arbitration and Mediation Services, a program of California Lawyers for the Arts. If such services are not available, the dispute shall be submitted to arbitration in Los Angeles County in accordance with the laws of the State of California. The arbitrator's award shall be final, and judgment may be entered upon it by any court having jurisdiction thereof.
13. Entirety of Agreement. This Agreement constitutes the entire agreement between Rights Holder and Distribber pertaining to its subject matter and may not be changed, waived, discharged or terminated except by an instrument in writing signed by both parties. This Agreement supercedes any prior conversations and email exchanges.

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Exhibit A

Distribution Stores

Amazon

iTunes (SD)

iTunes (HD)

Distribber Instant

Netflix (SD)

Netflix (HD)

Hulu

Redbox

Cable