Television Option Agreement 01
Television Option Agreement 01
Television Option Agreement 01
This Option and License Agreement (“Agreement”) is made effective as of the ____ day
of _______, 2011 (“Effective Date”) by and between JP Next Inc, located at 154 Grand
St, New York, NY 10013, (“Producer”), and XXXXXX XXXXXX, located at ____________
(“Licensor” or “XXXXXX”).
1. Licensor grants to Producer the exclusive right to create, develop, produce or co-
produce, and to license or sell to any other producer, broadcaster or distributor, one or
more television programs or series of programs (the “Program”) based on and/or
incorporating, in whole or in part, content and material published by Licensor including,
but not limited to, _________ (the “Work”), including all allied rights in the Program, and
including the right to use its trademarks, including the mark “________” and any other
trademarks or slogans owned by it, and any copyrighted material it may own, in the
Program and for program publicity and promotional purposes in connection with the
Program, including, without limitation, any and all types of print or broadcast advertising
materials in any media for the purposes of advertising or promoting the Program. Any
rights not granted under this Agreement, including but not limited to any other rights to
the Work shall be retained by Licensor. The rights granted to Producer under this
Agreement shall be granted for a period of one (1) year from the Effective Date. Should
Producer be successful in procuring a bona fide offer from a third party/buyer/distributor
(“Buyer”) for the Program during the Term, the Term can be extended for an additional
ninety (90) days to finalize details of an agreement. Should the Buyer’s development
period expire without an order, Producer will have thirty (30) days from the expiration
date of Buyer’s development period [a period not to exceed six (6) months] to procure
another bona fide offer from another Buyer. During the term hereof, XXXXXX hereby
grants Producer the sole and exclusive right throughout the Universe to develop, produce
and exploit the Series and attain XXXXXX’s services as a performer, as requested by the
applicable buyer, with respect to the Series in any form of media now known or otherwise
developed in the future. Producer shall pitch the Series in order to secure an agreement
with a third party for the production, financing and/or distribution of the Series (a “Third
Party Agreement”). XXXXXX shall assist Producer with respect to such development.
2. (a) Program Compensation: In the event that a Buyer agrees to finance the
development, production, distribution and/or other exploitation of a Program, then, as full
and complete compensation for all of the rights granted hereunder and all services
actually rendered by XXXXXX in connection with the Program, provided that XXXXXX is
not in breach of this Agreement, XXXXXX shall be entitled to receive fees for any services
as on-screen talent and/or production personnel. Such fees, which may include but are
not limited to, fees for additional on-camera, off-camera or voiceover services, shall be
itemized in the production budget and may be subject to Network approval.
4. Licensor agrees that all right, title and interest in the Program and all materials
created by Producer in connection with the Program belong solely and completely to
Producer and its successors, licensees or assigns, for universal, perpetual use in any
manner and media whatsoever without limitation or restriction (including without
limitation any and all broadcasting, cable-casting, web-casting, audio-visual use,
exhibition or any other purpose, whether now known or hereafter devised).
6. Producer shall provide one courtesy DVD copy of the final version of the Program
to Licensor for use for internal purposes and for use in and at industry trade shows via
closed circuit means, subject to any prohibitions, restrictions or limitations which may be
imposed by a Program licensee, purchaser or distributor.
7. Licensor represents and warrants that Licensor is the sole and exclusive owner of
the Work, that it has the legal right and power to grant the rights granted in this
Agreement, and that the grant of such rights will not conflict with or violate any
commitment or understanding Licensor has with any other person or entity, nor will
infringe on any rights of intellectual property, privacy or publicity of any other rights of
any person or entity.
8. Licensor agrees to indemnify and hold Producer, its successors, licensees and
assigns, harmless against any and all claims, losses, expenses and liabilities of every
kind, including reasonable attorneys’ fees, arising out of any inaccuracy or breach by
Licensor of any provision of this Agreement. Licensor agrees not to bring any action or
claim against Producer, its successors, licensees or assigns, or to allow others to bring
such an action or claim, based on the Program or the use of the Work in the Program.
Licensor releases Producer, its successors, licensees and assigns, from any and all such
claims that Licensor may have now or in the future.
9. Producer agrees to indemnify and hold Licensor, its successors and assigns,
harmless against any and all claims, losses, expenses and liabilities of every kind,
including reasonable attorney’s fees, arising out of the preproduction, production and
broadcast of the Program, any act or omission on the part of Producer, or any other
failure of Producer to comply with the obligations of Producer under this Agreement.
10. In the event that Producer does not commence production of the Program within
eighteen (18) months from the Effective Date, all rights granted under this Agreement
shall automatically revert to Licensor and all rights Producer may have under this
Agreement shall automatically terminate.
12. The terms and conditions of this Agreement are confidential. Licensor shall not
disclose the terms and conditions of this Agreement or make any announcement to any
other person or entity concerning this Agreement or the Program without first
coordinating with Producer. Licensor may promote the Program at its expense and use
the title and associated trademarks for the Program in connection with such promotion,
subject to any restrictions which may be imposed by a Program licensee, purchaser or
distributor. The provisions of this paragraph shall survive expiration or termination of
this Agreement.
13. This Agreement represents the entire understanding of the parties and may not be
amended unless mutually agreed to by the parties in writing. The laws of the United
States and the State of New York shall govern this Agreement. Nothing herein shall
create a partnership, joint venture or similar relationship between the parties and neither
party shall have the right to bind the other without its consent. The failure by a party to
insist on strict performance of this Agreement or its terms and conditions shall not
constitute a waiver of any right and remedies that such party may have or a waiver of
any subsequent breach of any term or condition of this Agreement. The parties agree to
enter into a long form agreement if required by any licensee or distributor and to execute
any additional documents which may reasonably be required to effectuate the meaning
and intent of this Agreement.
AGREED TO:
JP Next Inc.
_________________________ Date:_______________2011
Authorized Representative
XXXXXX XXXXXX
_________________________ Date:________________2011
XXXXXX XXXXXX