Equipment Partnership EP Agreement


THIS AGREEMENT, made and entered into as of October 22, 2020, by and between Gilded Cinema, LLC represented by Alex Darke and Trevor L. Nelson ("Executive Producer") located at 600 S. Spring St. #212 Los Angeles, CA 90014 and, represented by ("Producer") located at  with respect to the following facts:
 

WHEREAS, Producer has been authorized by rights holders, to produce a motion picture based on the screenplay tentatively entitled “ ” (“Picture”) written by  . It is known that the legal entity or holding company for the picture is . In the event that rights of ownership for the picture are transferred to another holding company, Producer agrees to furnish to Executive Producer the relative particulars of the holding company once it has been formed.
  

WHEREAS, Executive Producer is an individual engaged in financing, mutual consultation, and distribution activities in the motion picture business.
 

WHEREAS, The parties want to enter an agreement whereby Executive Producer would be providing motion picture equipment ("Equipment") to the Picture.
 

NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES AND REPRESENTATIONS ABOVE AND HEREINAFTER STATED, AND IN CONSIDERATION OF THE MUTUAL OBLIGATIONS AND COVENANTS SET FORTH IN THIS AGREEMENT THE PARTIES HERETO AGREE AS FOLLOWS: 

  1. SERVICES; TERM: The Equipment will be provided for the principal photography, not to exceed four (4) weeks from the pick-up date agreed upon by the Parties (the “Term”). It is agreed and understood that Executive Producer’s services shall be limited to providing Equipment to the Picture.
  2. COMPENSATION: In exchange for the use of the Equipment, Executive Producer shall receive five percent (5%) backend points of the Producer’s share of the defined Net Proceeds (the “Profit Participation”) pari passu with the Producer(s).
  3. CREDIT: In addition, Executive Producer shall receive three (3) “Executive Producer” onscreen credits, described below, and in paid ads and all other media issued by or under the Producer’s control.  Size, type, and placement shall be of customary size and style as all other Producer credits. 
    1. Alex Darke – Executive Producer
    2. Trevor L. Nelson  – Executive Producer
    3. Gilded Cinema shall receive an “In Association” credit, with a static or animated company logo, as part of the company credits.
  1. DISCLAIMER OF GUARANTEE: Nothing in this Agreement and nothing in Executive Producer’s statements to Producer will be construed as a promise or guarantee about the outcome or the results of Executive Producer’s services hereunder. Producer understands and acknowledges that the motion picture business is risky and unpredictable. Producer acknowledges that Executive Producer makes no such promises or guarantees as to the results of his/her services hereunder. Executive Producer’s comments about the outcome or the results of Executive Producer’s services hereunder are expressions of opinion only.
  2. GOOD FAITH: It is understood that Executive Producer’s Equipment is in used condition. Every effort has been made to maintain the equipment to the highest standard. Producer shall not hold Executive Producer responsible for any faulty equipment or costs incurred to the production by way of malfunctioning equipment.
  3. REMEDIES: In the event of any breach of this Agreement by Producer, Executive Producer’s remedies shall be limited to an action at law for damages of double the original compensation value, and Executive Producer hereby waives any rights it may have to seek injunctive or other equitable relief.
  4. ADDITIONAL DOCUMENTS: This Agreement sets forth the basic terms and conditions of the Agreement contemplated by the parties hereto. In connection herewith, both parties agree to execute and complete any and all other documentation that may be reasonably necessary to effectuate the purposes and intent of this Agreement, however, this Agreement shall be binding on the parties hereto.
  5. ARBITRATION: Any and all disputes under this Agreement will be resolved by final and binding arbitration under the Rules of International Arbitration of the Independent Film & Television Alliance (formerly the “American Film Marketing Association”) in effect when the arbitration is filed (the "IFTA Rules").  Each party waives the right to adjudicate any dispute in any other court or forum except that a Party may seek interim relief before the start of arbitration as allowed by IFTA Rules. The arbitration will be held in Los Angeles, California ("the Forum"). The Parties will abide by any decision in the arbitration and any court having competent jurisdiction may enforce it. The parties submit to the jurisdiction of the courts in the Forum to compel arbitration or to confirm any arbitration award.  The Parties agree to accept service of process in accordance with the IFTA Rules. Any court having competent jurisdiction to enforce the arbitration award shall also have the right to vacate, modify, or correct the arbitration award on any ground specified in the Federal Arbitration Act, if applicable, or the IFTA Rules, or where the findings of fact were not supported by the evidence, or where the tribunal's conclusions of law were erroneous. The prevailing party will be entitled to reasonable attorney's fees and costs.
  6. SECTION HEADINGS: The headings of paragraphs, sections and other subdivisions of this agreement are for convenient reference only. They shall not be used in any way to govern, limit, modify, construe this agreement or any part or provision thereof or otherwise be given any legal effect.
  7. ENTIRE AGREEMENT: This agreement contains the full and complete understanding and agreement between the parties with respect to the within subject matter, and supersedes all other agreements between the parties whether written or oral relating thereto, and may not be modified or amended except by written instrument executed by both of the parties hereto. This agreement shall in all respects be subject to the laws of the state of California applicable to agreements executed and wholly performed within such state.
  8. RELATIONSHIP OF THE PARTIES: Executive Producer is an independent contractor and shall not act as an employee, agent or broker of Producer.
  9. COUNTERPART:  This Agreement may be executed in one or more counterparts, and by facsimile, each of which shall be an original, and all of which shall together constitute the same instrument.


AGREED TO AND ACCEPTED

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Signature Certificate
Document name: Equipment Partnership EP Agreement
lock iconUnique Document ID: 940d2d27ac86505e1c025591e8bb5aaa8a67e38e
Timestamp Audit
September 12, 2019 4:34 pm PDTEquipment Partnership EP Agreement Uploaded by Alex Darke - [email protected] IP 47.44.170.211