Free Acquisition and Distribution Agreement

THEATRICAL ACQUISITION & DISTRIBUTION AGREEMENT

This Theatrical Acquisition & Distribution Agreement (the “Agreement”) dated this ___ day of _________________________, _____ by and between _____________________ of __________________________________________ (the "Production Company") and _______________________________ of ______________________________________ (the "Distributor”).
TERM
This Agreement and the rights granted hereunder to the Distributor shall be for a period of ___________________ years ("Distribution Term").
GRANT OF RIGHTS
For the following territory ________________________ (“Territory”), the Production Company hereby grants to Distributor the exercise of all rights of theatrical, television and home video exhibition and distribution with respect to the following theatrical motion picture _________________________________(“Picture”) in any and all languages and versions. Production Company reserves for its use non-theatrical distribution.
NO ENCUMBRANCES
Production Company warrants that the rights granted hereunder by Production Company to Distributor is free and clear from any and all restrictions, claims, encumbrances or defects of any nature. Production Company agrees to pay or discharge, and will hold Distributor harmless from, any and all claims that additional payments are due anyone by reason of the distribution, exhibition, telecasting, of re-running of the Picture or the receipt of its proceeds.
CREDITS
The Production Company shall accord the Distributor credit in the following manner: __________________________________________________________________________________________________________________________________________
INDEMNITY
Production Company does hereby and shall at all times indemnify and hold harmless Distributor, its sub-distributors and licensees, its and their officers, directors and employees, and its and their exhibitors, licensees and assignees, of and from any and all charges, claims, damages, costs, judgments, decrees, losses, expenses (including reasonable attorneys' fees), penalties, demands, liabilities and causes of action, whether or not groundless, of any kind or nature whatsoever by reason of, based upon, relating to, or arising out of a breach or claim of breach or failure of any of the covenants, agreements, representations of Production Company hereunder or by reason of any claims, actions or proceedings asserted or instituted, relating to or arising out of any such breach or failure or conduct or activity resulting in a breach or claim of breach.
LIMITATION OF LIABILITY
Distributor shall not be liable, responsible or accountable to Production Company for any action or failure to act on behalf of Production Company within the scope of authority conferred on Distributor under this Agreement, unless such action or omission was performed or omitted fraudulently or in bad faith or constituted wanton and willful misconduct or gross negligence.
ERRORS AND OMISSIONS INSURANCE
Producer shall obtain and maintain or cause to be obtained and maintained throughout the term, Motion Picture Distributor Errors and Omissions insurance in a form acceptable to Distributor, from a qualified insurance company acceptable to Distributor naming Distributor and Production Company and each and all the parties indemnified herein as additional named insureds.
ASSIGNMENT
This agreement will be binding upon and will inure to the benefit of the parties hereto and their respective successors and permitted assigns. Producer may assign its rights to payment of monies. Distributor may not assign its rights without the prior written consent of Producer, provided that nothing herein will prevent Distributor from assigning its rights to a successor company that may arise from Distributor merging, being acquired or partnering with another company.
ARBITRATION AND JURISDICTION
This Agreement shall be interpreted in accordance with the laws of the State of _________________. Any controversy or claim arising out of or in relation to this Agreement or the validity, construction or performance of this Agreement, or the breach thereof, shall be resolved by arbitration in accordance with the rules and procedures of the American Arbitration Association (AAA) under its jurisdiction in ____________________ before a single arbitrator familiar with entertainment law.
WAIVER
No waiver of any breach of any provision of this Agreement shall constitute a waiver of any other breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing.

RELATIONSHIP OF PARTIES
Nothing herein contained shall be construed to create a joint venture or partnership between the parties hereto. Neither of the parties shall hold itself out contrary to the terms of this provision, by advertising or otherwise nor shall Distributor or Production Company be bound or become liable because of any representations, actions or omissions of the other.
CAPTIONS
The captions of the various paragraphs and sections of the Agreement are intended to be used solely for convenience of reference and are not intended and shall not be deemed for any purpose whatsoever to modify or explain or to be used as an aid in the construction of any provisions.
AMENDMENTS
This Agreement cannot be amended, modified or changed in any way whatsoever except by a written instrument duly signed by authorized officers of Production Company and Distributor.
ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and this Agreement supersedes all previous representations, understandings or agreements, oral or written, between the parties regarding the subject matter hereof.
________________________
("Production Company")
________________________
("Distributor")