Inducement letter. (name of individual) of (address) (name of company) whose registered office is at (address) Dear Sirs

Transcription

1 Page 1 Inducement letter From: To: Dated: (name of individual) of (address) (name of company) whose registered office is at (address) (date) Dear Sirs I refer to the agreement (the 'Agreement') which you propose to enter into with (name of lender) (the 'Lender') relating to the provision by the Lender to you of the Services as defined in the Agreement and rights in the product of the Services in connection with the [cinema or television] film which you intend to produce tentatively entitled '(name)' (the 'Film'). The words and phrases in this letter shall where the context admits have the meanings given to them in the Agreement. In order to induce you to enter into the Agreement and in consideration of the payment to me of the sum of [US$ or ] [...] receipt of which I acknowledge I irrevocably warrant represent guarantee and agree with you as follows: 1 I have entered into an agreement (the 'Employment Agreement') with the Lender entitling the Lender to my sole and exclusive worldwide services and the entire product of the same including all rights of copyright and other rights as a (specify nature of services of the individual) and pursuant to the Employment Agreement the Lender has full right and authority: (a) to make the Services available to third parties; (b) to assign or license the copyright and other rights in the Film (to the extent that the same is owned by the Lender pursuant to the provisions of the Copyright, Designs and Patents Act 1988 Sections 9(2)(ab) and 11) and in and to the product of the Services; and (c) to grant all consents required to authorise the worldwide exploitation in any and all media and by any means of all of my performances in the Services free from any moral rights.

2 Page 2 2 For the purpose of the Copyright Act 1976 (USA) the Services and the product of the Services are and shall be deemed to be 'works made for hire' carried out for you. 3 I have read and approved the Agreement and irrevocably consent and agree to its execution and delivery by the Lender and to the provision by the Lender of the Services to you and to the assignment to you of all rights in the product of the Services, the waiver of moral rights and the consents relating to my performances proposed to be given pursuant to the Agreement. 4 I shall conform and comply with all of the obligations, warranties, undertakings and representations contained in the Agreement that relate to me [and I confirm that I have granted and assigned to the Lender all of the rights relating to me and the Services which are to be granted and assigned by the Lender to you under the Agreement]. 5 I confirm that all factual statements and warranties contained in the Agreement relating to me and to the Services and to the product of the Services are true and correct and confirm that the Lender has made payment to me in full of all equitable remuneration (within the meaning of EC Council Directive 92/100) payable in respect of my Services. 6 If the Employment Agreement should for any reason be terminated or repudiated or suspended I agree to render to you all Services provided for under the Agreement free of all cost and expense to you except for the reimbursement of expenses and as may otherwise be provided in the Agreement. 7 Except as provided in paragraphs 6 and 10 I shall look solely to the Lender and not to you for all remuneration and other compensation relating to the Services and rights which I may render or grant to you under the Agreement and any notice concerning me served by you on the Lender in accordance with the provisions of the Agreement shall be deemed to have been validly served on and delivered to me. 8 If by virtue of any ruling or determination of the Inland Revenue you are required or you elect to withhold any part of the remuneration payable under the Agreement neither I nor the Lender shall challenge this and I shall use all reasonable endeavours to cause the Lender to provide you with all documentation which you may properly request in order to enable you to contest and/or comply properly with any such ruling or determination. 9 If at any time you are required to make payment of any additional sum to any statutory authority in connection with any payments made to me or the Lender under the Agreement I shall procure the payment or repayment of the same to you immediately on demand.

3 Page 3 10 If the Lender shall be liquidated or otherwise cease to exist or for any other reason shall fail to perform and/or observe its obligations under the Agreement I shall at your election be deemed substituted as a direct party in the place and stead of the Lender, provided that I shall not be liable for any breach of warranty or default on the part of the Lender prior to the date of substitution and shall be entitled to receive all remuneration payable to the Lender arising after the date of substitution. 11 In the event of any actual or threatened breach by the Lender of the Agreement or by me of this letter agreement you shall be entitled to seek legal and equitable relief by way of injunction against the Lender or against me or against both of us in your discretion. You shall not be obliged to resort to or exhaust any rights or remedies which you may have against the Lender to prevent any actual or threatened breach on my part and your rights in my regard shall be of the same force and effect as if I were a direct party to the Agreement and had personally agreed to render the services required of me in it. 12 I irrevocably confirm all consents required by you in connection with the exploitation in any and all media by any manner or means throughout the world of the Film or any part of it pursuant to the Copyright, Designs and Patents Act 1988 Part II and all other legislation now or in the future in force in any part of the world and I assign to you (to the extent that the same shall not have vested in the Lender and shall not be assigned to you pursuant to the Agreement) the whole of my property, right, title and interest in and to the product of the Services pursuant to the Agreement including all performers' property rights and all rights of copyright to hold the same for your own use and benefit absolutely for the full period of copyright protection, including all renewals, revivals, reversions and extensions throughout the world I warrant that I have pursuant to the Employment Agreement irrevocably and unconditionally waived all rights relating to the Services and the product of the Services in connection with the Film to which I am now or may in future be entitled pursuant to the provisions of the Copyright, Designs and Patents Act 1988 Sections 77, 80, 84 and 85 and any other moral rights to which I may be entitled under any legislation now existing or in future enacted in any part of the world 14 I confirm and grant to you any and all of my rights of privacy and publicity in connection with any character portrayed by me in the Film and confirm that you shall have the right to use my name and likeness and biography in connection with the exploitation of the Film in any and all media

4 Page 4 by any manner or means now known or invented in future throughout the world for the full period of copyright in the Film In the event that you initiate proceedings against others to protect rights granted or purported to be granted to you under the Agreement or under this letter agreement including recovery of damages for your sole benefit due to the infringement of such rights I irrevocably grant to you a power of attorney to execute such further documents as you may require to evidence, confirm, perfect and fulfil such grant and confirm that you shall have the right to name me as a party to the same if you find it expedient to do so [16 I confirm that no breach by the Lender of any of its obligations under the Employment Agreement shall constitute or be deemed to constitute a breach by you under the Agreement and I agree notwithstanding any such breach to continue to fulfil all of my obligations under the Agreement and this letter agreement.] [17 I irrevocably confirm that I am a director of the Lender which is incorporated in and validly existing under the laws of [England] and that throughout the term of the Agreement I shall not without your consent transfer, charge or dispose of any interest in the Lender or resign any office in the Lender or take any other steps which might diminish my ability to procure that the Lender shall observe and perform all of the terms of the Agreement.] 18 This Agreement does not create any right enforceable by any person who is not a party to it under the Contracts (Rights of Third Parties) Act Yours faithfully (signature of the individual)

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