Team Leaders Agreement

This is an agreement between _____________________________ (Team Leader), representing the film team known as _____________________________ (Team), and the Student FILM Collective 72-Hour Short FILM Challenge,(72HSFC), with respect to Team Leaders and Teams involvement in the 72-Hour Short FILM Challenge and creation of a short film or video (the Film) pursuant to the terms below. Team Leader hereby agrees on b ehalf o f h i m /herself a n d T e a m t o t a k e p a r t i n t h e Greater New York 72-Hour Short FILM Challenge (Challenge), being produced by the Student FILM th Collective and scheduled to take place from 4:00PM Friday November 4 to 4:00PM Monday, November 7th, 2011. q Team Leader has read, and agrees on behalf of rights of any kind of, including the right of privacy, off any person or entity. him/herself and Team to abide by, the Filmmaking Rules and the Competition Rules (collectively Official r Team Leader hereby agrees to indemnify, defend, and Rules) of the project, the t e r m s o f w h i c h a r e a v a i l a b l e hold harmless 72HSFC, its officers, d irectors, employees, a t http://72HSFC.StudentFILMcollective.org/rules and licensees, partners and assigns (collectively Indemnified by reference made a part hereof. It is understood that Parties) from any and all claims, costs, damages, expenses 72HSFC reserves the right to disqualify from screening or and liabilities including without limitation attorneys fees exhibition and remove from consideration for awards and (collectively Claims) a r i s i n g fro m the creation, prizes any films/videos, w h i c h do not adhere to the Official Rules. p r o d u c t i o n , u s e, e x h i b i t i o n, p r o m o t i o n, m a r k e t i n g, merchandising, or other exploitation of the Film by the w Team Leader hereby understands that he/she is Indemnified Parties and/or any of them, Team Leader, responsible for all crew, cast, equipment, sets, locations, Team and/or any member thereof (including without and other items necessary for participating in the limitation Claims for negligence and other torts, Project, and all costs, expenses, damages and claims unauthorized use of likeness, invasion of right of privacy, related thereto. 72HSFC is providing the event and publicity or personality, defamation, fraud, infringement guidelines in which the Team Leader is taking part; a of copyright and/or trademark, and breach of contract), screening opportunity f o r all qualifying f ilms/videos; a n d and for A ny b reach b y T eam L eader o f a ny a prize for the Project winner. Representation, w a r r a n t y o r obligation o f Team Leader hereunder. e Team Leader hereby affirms that he/she will secure all rights (including without limitation copyrights) in and to t Team Leader and 72HSFC will jointly own, as coall material included in the Film, i n c l u d i n g w i t h o u t authors, t h e c o p y r i g h t i n a n d t o t h e F i l m , a n d hereby agree to the following division of rights: l i m i t a t i o n a n y a n d a l l I m a g e s, p h o t o g r a p h s, p e r f o r m a n c e s, appearance(s) by any person(s), sounds, From the date Team Leader submits his/her film to the soundtrack and music (including without limitation 72HSFC and continuing until June 30, 2012 (End Date): compositions, recordings and performances). In no manner l imiting t he foregoing, T eam L eader will o b t a i n (a) Team Leader shall have the following non-exclusive, a s i g n e d T a l e n t R e l e a s e f r o m a l l persons non-assignable rights: (i) To enter the Film in film festivals appearing in the Film, a signed Liability Waiver from all & competitions; (ii) to screen the Film at local film events; cast and crew, a signed Music Release from all persons or (iii) to stream the Film or any portion thereof for free on entities providing music, and a signed Location Release Team L eaders p ersonal w ebsite o r for free o n a ny t hird for all locations used in t he Film. T eam Leader represents party website for Internet viewing, provided that the and warrants that he/she (a) is free to enter into this Film or portion thereof as so streamed contains an initial Agreement, (b) that, except with regard to 72HSFCs rights full screen title card stating This F ilm w as created f or the as set forth herein, Team Leader is the sole copyright 72-Hour Short Film Challenge (or other language as may holder in and to the Film; a nd (c) the Film d oes n ot to the be designated by 72HSFC); (iv) to distribute the film for best of Team Leaders knowledge (including what Team free via DVD; (v) to use the Film on a professional reel to Leader should know or h a v e known in t h e promote Team Leader, Team or any Team member; and exercise of r easonable prudence) violate the copyright of (vi) any other use agreed to in writing by 72HSFC. any person or entity, or defame or infringe upon any
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(b) 72HSFC shall have the following rights, which, except for the limited rights of Team Leader as set forth above, shall be exclusive to 72HSFC: to copy, screen, show, exhibit, telecast, broadcast, advertise, m a r k e t , e x p l o i t , an d disseminate t h e Film and/or any portion thereof throughout the universe in perpetuity, via any medium and in any manner whether now known or hereafter invented, including but not limited to theatrical, television (including without limitation all forms of broadcast, cable, Video On Demand (VOD) and digital television), DVD/home video/videogram (including any videogram successor), Internet distribution and any means of digital download, and to sell, license and/or assign any or all of the foregoing rights to any third party. In no manner limiting the foregoing, 72HSFC shall have the right to use the Film and any portion thereof to advertise, promote and publicize the S T U D E N T F I L M C O L L E C T I V E , t h e 72-Hour Short FILM Challenge and/or any sponsor t h e r e o f i n a n y m a n n e r a n d v i a a n y medium at Student FILM Collectives sole discretion.

72HSFCs net proceeds for the purposes of this paragraph 6 shall be defined, computed, paid and accounted for pursuant to 72HSFCs standard definition, which shall include allowances for the deduction from gross receipts 72HSFCs customary deductions including, without limitation, d istribution fees, distribution expenses, and overhead. 72HSFC shall make semi-annual (i.e., twice per year) reports to Team Leader, provided, however, that 72HSFC need not issue a report if Team Leader has not accumulated revenue to report. 72HSFC shall issue checks to Team Leader on a semi-annual b asis so long as total revenue for a Team Leader has reached a minimum o f $25.

u If 72HSFC does not license the Film to a third party

prior to the End Date, then upon the End Date 72HSFCs rights as set forth above at paragraph (5)(b) shall become non-exclusive, and shall be owned and shared equally by both Team Leader a n d 72HSFC i n perpetuity. However, i f 72HSFC does license the Film to a third party prior to the End Date, then 72HSFCs rights as set forth above at paragraph (5)(b) shall remain exclusive to 72HSFC and continue until June 30, 2012 (Extended End Date). No license (including any extensions and/or renewals) of the Film by 72HSFC to any third party shall, without Team Leaders prior written permission, extend past the Extended End Date. Notwithstanding the foregoing, Team Leader shall not at any time (whether before or after the End Date or Extended End Date) assign or license any rights in and/or to the Film to any third party without the prior written permission of the Student FILM Collective (SFC), and SFC shall not assign or license any rights in and/or to the Film to any third party which would preclude Team Leader from exercising its rights in and/or to the Film as set forth above at Paragraph 5(a) and/or in this paragraph (as a pplicable), without the w ritten permission of Team Leader.

The parties agree that the following terms shall apply should 72HSFC license, sell, or otherwise assign (license) any rights in the Film to a third party licensee prior to the End Date:

(a) Individual L i c e n s e (i.e., Student FILM Collective licenses the Film individually): 72HSFC w i l l receive t h e first $150 of any license fee and/or royalties or reuse fees received therefrom; Team Leader shall receive 80% of the net proceeds from the remainder (i.e., those in excess of $150) of such license fee and/or royalties/reuse fees.

(b) Collection (i.e., 72HSFC licenses two or more films (Collection) o f which the Film is one): If Team Leaders entire Film is included in the Collection, Team Leader will receive a pro rata share of 50% of 72HSFCs net proceeds therefrom. Pro ration will be dependent upon number of films included in the collection.

(c) Sponsor License: Notwithstanding the foregoing, in the event the licensee of the Film or Collection is a sponsor of 72HSFC or the Project (Sponsor) as determined by 72HSFC, 72HSFC will retain 100% of all proceeds, if any, from any such license.

Should the Team Leader receive a distribution offer prior to the End Date and not initiated by 72HSFC, Team Leader may enter into the deal provided the following requirements a r e met: 1) 72HSFC gives authorization i n writing; 2) 72HSFC Receives 20% of all distribution proceeds.

(d) Official 72HSFC DVD: If the entire Film is included on a 72-Hour Short FILM Challenge compilation DVD, Team Leader will receive a pro rata share of 50% of net proceeds received b y 72HSFC w hen more than 2500 DVDs are sold. Pro ration will be dependent upon number of films included on said compilation.

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o Team Leader hereby acknowledges that participation

in the 72-Hour Short FILM Challenge is without remuneration or monetary compensation whatsoever. The consideration for participating in the challenge is the screening of Participants completed film/video at the conclusion of the Project; and the possibility, although not the obligation b y the Student Film Collective, for future screenings a n d Distribution; and the opportunity for publicity or exposure for being a participant.

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Team Leader acknowledges that, in the event of any breach by 72HSFC or any third party, the damage, if any, caused to Team Leader thereby will not be irreparable or otherwise sufficient to entitle Team Leader to seek injunctive or other equitable relief. Team L eaders rights and remedies in such event will be strictly limited to the right, if any, to recover compensatory (but not punitive or consequential) damages in an action at law, and Team Leader will have neither the right to rescind or terminate this agreement or any of 72HSFCs rights hereunder, nor the right to enjoin the exhibition or other exploitation of the Film or any subsidiary or allied rights with respect thereto.

Team Leader hereby acknowledges that a Making of the 72-Hour Short FILM Challenge (the Documentary) m a y be shot during the 72-Hour Short FILM Challenge, and hereby agrees to allow camera crews to tape his/her team during any production stage of the project; and further agrees to immediately provide t o t h e 7 2 H S F C a s i g n e d release for each of his/her participating cast and crew members, using the attached Release (Exhibit A). 72HSFC has no obligation whatsoever to produce or exhibit the Documentary, however.

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72HSFC will not be liable for any special, indirect or consequential damages, without limitation, damages arising under any Claim or cause of action, including contract, warranty, strict liability or tort, whether or not 72HSFC has been advised of the possibility of such damages. Furthermore, it is understood that 72HSFCs total liability for any Claims and/or causes of action shall n o t e x c e e d , a n d i s l i m i t e d t o , t h e t o t a l amount paid to 72HSFC in entry fees by Team Leader under this agreement. These limitations s hall apply notwithstanding the f ailure of t he essential purpose of any limited remedy.

1! Team Leader may not assign this Agreement o r a n y o f

i t s o b l i g a t i o n s hereunder without 72HSFCs prior written consent. 72HSFC may freely assign any and all rights and obligations u n d e r this Agreement in whole or in part to any other party. Team Leader acknowledges a n d agrees that Team Leader is not an employee or agent of 72HSFC for any purpose, including all tax obligations, but that the parties are contractors independent of one another.

1$ This agreement shall be governed by and construed in

accordance with the internal laws of the New York, without any reference to its conflicts of laws provisions.

Agreed to and Accepted By:

Signature: (Team Leader) Name: (please print) Date: Address: Phone: Email:
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Student FILM Collective 72-Hour Short FILM Challenge By: Its: Date: