By submitting your film to this festival, you are considered for a distribution deal.

The distribution deal reads as:

IV. TERM: 5 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 that exceed the Term without the prior written consent in each case by Filmmaker.

V. NON-EXCLUSIVE GRANT OF RIGHTS. Filmmaker hereby grants to Distributor, non-exclusively, throughout the Territory and during the Term all the necessary rights for Distributor to manufacture, promote, market, sell, and otherwise distribute the Picture in any and all of the formats by any means determined by Distributor at its sole discretion. The rights include, but not limited to, broadcast television rights (including block programming on third party platforms), Pay TV rights (including block programming on third party platforms), internet rights, wireless rights, mobile rights, anthology rights, catch-up rights, start-over & look-back rights, VOD rights, DVD rights, theatrical rights, non-theatrical rights, and rights (including clip rights) for marketing & promotional activities.

All rights not specifically granted to Distributor hereunder are expressly retained by FILMMAKER.

VI. DISTRIBUTOR’S FEE: At no time will filmmaker be required to pay any Distributor Expenses out-of-pocket. To cover Distributor’s costs in connection with the distributor of the Picture (“Distributor’s Expenses”), including, without limitation, marketing, sales, servicing, delivery, distribution, publicity, and theatrical costs and any other customary expenses paid or incurred by Distributor, Distributor shall receive the first $500 of revenue or receipts from the distribution of the Picture. Thereafter, at least every 6 months, 70% of the Picture Revenue, if any, shall be paid to Filmmaker and 30% of the Picture Revenue will be retained (or paid, if applicable) to Distributor. Distributor will provide Filmmaker with an accounting of all Picture Revenue, and Filmmaker may (at Filmmaker’s expense, at a reasonable time and no more than annually) conduct an audit of such Picture Revenue. “Picture Revenue” means (a) all revenue and receipts actually received by Distributor from the lease, license, or distribution of the Picture in the Territory; minus (b) $500 for Distributor’s Expenses. 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 earned and nonreturnable.

VII. 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 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 [other] alterations shall be made without first consulting with the Filmmaker and obtaining the Filmmaker’s permission.

VIII. 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 Distributor 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 Distributor 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 Distributor 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.

IX. INDEMNIFICATION: Filmmaker and Distributor 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 by reason of or arising out of, a breach by the indemnitor of any of the representations, warranties, covenants or agreements contained herein, or the exercise by Distributor 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 relevant 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 its prior written consent. This Paragraph XI will survive the termination of this Agreement.

X. DELIVERY OF THE PICTURE: The Picture, including all Required Elements set forth on Exhibit A, shall be delivered to and accepted by Distributor in its sole discretion no later than 15 days after the signed execution of this agreement. Time is of the essence. Preparation and delivery of each of the Required Elements will be at Filmmaker’s expense. Except as expressly provided in this Agreement, all costs associated with the use of the Picture as delivered to Distributor as well as the cost of delivery of the Picture back to Filmmaker, will be at Distributor’s expense.

XI. FILMMAKER’S COPYRIGHT AND TRADEMARK OBLIGATION: Filmmaker hereby agrees that it will promptly undertake the task to secure and diligently preserve throughout the Term any and all necessary and proper trademarks, service marks and/or copyright registrations, in the appropriate class or classes, pertaining to the Picture.

XII. 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 Montana applicable to contracts made and fully performed in Montana.

(c) Assignment: Neither party shall assign the rights and obligations under this agreement without the written consent of the other party, except that Distributor may assign this agreement to a successor in interest in connection with a change of control of Distributor or the sale or license of substantially all of its assets.

(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 the signature line of each party. 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.

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