Hi all,
My team formed an llc. a year ago and produced a documentary. I met someone who saw a screening of it and we have been in constant contact. He has a script and wants us to produce/direct it, but it seems as if he wants to run the whole show and start his own film company. He hasn't formed a company yet and that may be a project or two down the road. My question is how do I proceed forward in our business dealings?
If we produce/direct it then of course I want this film to be under our company so we can have a bit of control over the direction of it. But I think that for him a partnership may be more appealing. I need to know if he agrees to sign the film over to us what forms/agreements do we need to use, and what percentage of income produced from the movie will be paid to who. If he wants to do a partnership what form do I need and I need to know what terms need to be in it. If he just wants to hire us to produce/direct it, I need to know what form/s to use and the terms. I just want to know how to approach him and the situation without appearing to be the novice that I am.
Thanks
Eric
Eric Durham
Eric Durham
Please do not take offense at this: Since you ARE a novice there
is no need to make yourself appear to be a pro.
If he wants to hire you to produce and direct a project, tell him
up front that you have never entered into a deal like this and
between your company and him you will need to work together
to come up with an arraignment that is agreeable to both parties.
Tell him up front that you want control if you you all work together
and that you don't know what forms and agreements need to be
signed, but that you want to enter this partnership with everything
on the table so both parties are informed. Ask him what he would
like to see in an agreement - tell him what you would like to see
in an agreement - work together on figuring it all out.
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The aim of an argument or discussion should not be victory, but progress.
Joseph Joubert, essayist (1754-1824)
=============================================
The aim of an argument or discussion should not be victory, but progress.
Joseph Joubert, essayist (1754-1824)
Thanks for the reply. The problem is that he's looking to me for guidance because he is more of a novice than I am. I want to work with him and do this deal, but if I can't provide answers then he may go elsewhere. I know this is doable if I just had a little guidance in the right direction.
Eric Durham
Eric Durham
He doesn't know what should or can be in the agreement and neither do I. And what type of agreement do we need to use?
Eric Durham
Eric Durham
I would like to give advice from experience. Take it as you will.
I've found that people that want control in pre-production are dangerous to work with. Before you even start shooting one shot they seem like they want to take over. Then no matter how much paper work you sign there will be problems. That person needs to be in control, and will try everything to work towards that. Even with a contract in place. I recommend turning your back and walking away. Find someone that compliments your skills, and wants to make the best movie possible even if they are not in CONTROL. I know it's hard to walk away when you like the story and want to make the film, but from experience SOME ONE who tries to take control, before you are on set. Is much worse on set. I've done this twice, and I will not do it a third time.
Now if you still want to work with this PERSON.
As an LLC you can ammend your paper work to include some one as a partner. I DO NOT RECOMMEND THIS.
Instead, your company should be in partnership with him or his business.
I am not a lawyer, and you should always check with a lawyer when dealing with contracts. But this is a great start. try copying and pasrting.
PARTNERSHIP AGREEMENTTHIS PARTNERSHIP AGREEMENT ("Agreement") made and effective this ?Date?, by and between the following individuals, referred to in this Agreement as the "Partners":
___________________________________
___________________________________
___________________________________
___________________________________
Partners' Names
The Partners wish to set forth, in a written agreement, the terms and conditions by which they will associate themselves in the Partnership.
NOW, THEREFORE, in consideration of the promises contained in this Agreement, the Partners affirm in writing their association as a partnership in accordance with the following provisions:
1. Name and Place of Business.
The name of the partnership shall be called __________ (the "Partnership"). Its principal place of business shall be ___Address___, until changed by agreement of the Partners, but the Partnership may own property and transact business in any and all other places as may from time to time be agreed upon by the Partners.
2. Purpose.
The purpose of the Partnership shall be to ___Business Description___. The Partnership may also engage in any and every other kind or type of business, whether or not pertaining to the foregoing, upon which the Partners may at any time or from time to time agree.
3. Term.
The Partnership shall commence as of the date of this Agreement and shall continue until terminated as provided herein.
4. Capital Accounts.
A. The Partners shall make an initial investment of capital, contemporaneously with the execution of this Agreement, as follows:
Partner Name Partner Contribution
partner here partner contribution here
_________________________________________
_________________________________________
In addition to each Partner's share of the profits and losses of the Partnership, as set forth in Section 5, each Partner is entitled to an interest in the assets of the Partnership.
B. The amount credited to the capital account of the Partners at any time shall be such amount as set forth in this Section 4 above, plus the Partner's share of the net profits of the Partnership and any additional capital contributions made by the Partner and minus the Partner's share of the losses of the Partnership and any distributions to or withdrawals made by the Partner. For all purposes of this Agreement, the Partnership net profits and each Partner's capital account shall be computed in accordance with generally accepted accounting principles, consistently applied, and each Partner's capital account, as reflected on the Partnership federal income tax return as of the end of any year, shall be deemed conclusively correct for all purposes, unless an objection in writing is made by any Partner and delivered to the accountant or accounting firm preparing the income tax return within one (1) year after the same has been filed with the Internal Revenue
Service. If an objection is so filed, the validity of the objection shall be conclusively determined by an independent certified public accountant or accounting firm mutually acceptable to the Partners.
5. Profits and Losses.
Until modified by mutual consent of all the Partners, the profits and losses of the Partnership and all items of income, gain, loss, deduction, or credit shall be shared by the Partners in the following proportions:
Partner Name Partner Share Profit/Loss
--------------------------------------------
partner here partner share here
--------------------------------------------
6. Books and Records of Account.
The Partnership books and records shall be maintained at the principal office of the Partnership and each Partner shall have access to the books and records at all reasonable times.
7. Future Projects.
The Partners recognize that future projects for the Partnership depend upon many factors beyond present control, but the Partners wish to set forth in writing and to mutually acknowledge their joint understanding, intentions, and expectations that the relationship among the Partners will continue to flourish in future projects on similar terms and conditions as set forth in this Agreement, but there shall be no legal obligations among the Partners to so continue such relationship in connection with future projects.
8. Time and Salary.
Until and unless otherwise decided by unanimous agreement of the Partners, ?Time Commitment?. Each Partner shall nonetheless be expected to devote such time and attention to Partnership affairs as shall from time to time be determined by agreement of the Partners. No Partner shall be entitled to any salary or to any compensation for services rendered to the Partnership or to another Partner.
9. Transfer of Partnership Interests.
A. Restrictions on Transfer. None of the Partners shall sell, assign, transfer, mortgage, encumber, or otherwise dispose of the whole or part of that Partner's interest in the Partnership, and no purchaser or other transferee shall have any rights in the Partnership as an assignee or otherwise with respect to all or any part of that Partnership interest attempted to be sold, assigned, transferred, mortgaged, encumbered, or otherwise disposed of, unless and to the extent that the remaining Partner(s) have given consent to such sale, assignment, transfer, mortgage, or encumbrance, but only if the transferee forthwith assumes and agrees to be bound by the provisions of this Agreement and to become a Partner for all purposes hereof, in which event, such transferee shall become a substituted partner under this Agreement.
B. Transfer Does Not Dissolve Partnership. No transfer of any interest in the Partnership, whether or not permitted under this Agreement, shall dissolve the Partnership. No transfer, except as permitted under Subsection 9.A. above, shall entitle the transferee, during the continuance of the Partnership, to participate in the management of the business or affairs of the Partnership, to require any information or account of Partnership transactions, or to inspect the books of account of the Partnership; but it shall merely entitle the transferee to receive the profits to which the assigning Partner would otherwise be entitled and, in case of dissolution of the Partnership, to receive the interest of the assigning Partner and to require an account from the date only of the last account agreed to by the Partners.
10. Death, Incompetency, Withdrawal, or Bankruptcy.
Neither death, incompetency, withdrawal, nor bankruptcy of any of the Partners or of any successor in interest to any Partner shall operate to dissolve this Partnership, but this Partnership shall continue as set forth in Section 3, subject, however, to the following terms and conditions:
A. Death or Incompetency.
In the event any Partner dies or is declared incompetent by a court of competent jurisdiction, the successors in interest of that Partner shall succeed to the partnership interest of that Partner and shall have the rights, duties, privileges, disabilities, and obligations with respect to this Partnership, the same as if the successors in interest were parties to this Agreement, including, but not limited to, the right of the successors to share in the profits or the burden to share in the losses of this Partnership, in the same manner and to the same extent as the deceased or incompetent Partner; the right of the successors in interest to continue in this Partnership and all such further rights and duties as are set forth in this Agreement with respect to the Partners, the same as if the words "or his or her successors in interest" followed each reference to a Partner; provided, however, that no successor in interest shall be obligated to devote any service to this Partnership and, provided further, that such successors in interest shall be treated as holding a passive, rather than active, ownership investment.
B. Payments Upon Retirement or Withdrawal of Partner.
(1) Amount of Payments. Upon the retirement or withdrawal of a Partner, that Partner or, in the case of death or incompetency, that Partner's legal representative shall be entitled to receive the amount of the Partner's capital account (as of the end of the fiscal year of the Partnership next preceding the day on which the retirement or withdrawal occurs) adjusted for the following:
(i) Any additional capital contributions made by the Partner and any distributions to or withdrawals made by the Partner during the period from the end of the preceding fiscal year to the day on which the retirement or withdrawal occurs;
(ii) The Partner's share of profits and losses of the Partnership from the end of the preceding fiscal year of the Partnership to the day on which the retirement or withdrawal occurs, determined in accordance with generally accepted accounting principles, consistently applied; and
(iii) The difference between the Partner's share of the book value of all of the Partnership assets and the fair market value of all Partnership assets, as determined by a fair market value appraisal of all assets. Unless the retiring or withdrawing Partner and the Partnership can agree on one appraiser, three (3) appraisers shall be appointed--one by the Partnership, one by the retiring or withdrawing Partner, and one by the two appraisers thus appointed. All appraisers shall be appointed within fifteen (15) days of the date of retirement or withdrawal. The average of the three appraisals shall be binding on all Partners.
(2) Time of Payments. Subject to a different agreement among the Partners or successors thereto, the amount specified above shall be paid in cash, in full, but without interest, no later than twelve (12) months following the date of the retirement or withdrawal.
(3) Alternate Procedure. In lieu of purchasing the interest of the retiring or withdrawing Partner as provided in subparagraph (1) and (2) above, the remaining Partners may elect to dissolve, liquidate and terminate the Partnership. Such election shall be made, if at all, within thirty (30) days following receipt of the appraisal referred to above.
11. Procedure on Dissolution of Partnership.
Except as provided in Section 10.B.(3) above, this Partnership may be dissolved only by a unanimous agreement of the Partners. Upon dissolution, the Partners shall proceed with reasonable promptness to liquidate the Partnership business and assets and wind-up its business by selling all of the Partnership assets, paying all Partnership liabilities, and by distributing the balance, if any, to the Partners in accordance with their capital accounts, as computed after reflecting all losses or gains from such liquidation in accordance with each Partner's share of the net profits and losses as determined under Section 5.
12. Title to Partnership Property.
If for purposes of confidentiality, title to Partnership property is taken in the name of a nominee or of any individual Partner, the assets shall be considered to be owned by the Partnership and all beneficial interests shall accrue to the Partners in the percentages set forth in this Agreement.
13. Leases.
All leases of Partnership assets shall be in writing and on forms approved by all the Partners.
14. Controlling Law.
This Agreement and the rights of the Partners under this Agreement shall be governed by the laws of the State of ___State___.
15. Notices.
Any written notice required by this Agreement shall be sufficient if sent to the Partner or other party to be served by registered or certified mail, return receipt requested, addressed to the Partner or other party at the last known home or office address, in which event the date of the notice shall be the date of deposit in the United States mails, postage prepaid.
16. General.
This Agreement contains the entire agreement of the Partners with respect to the Partnership and may be amended only by the written agreement executed and delivered by all of the Partners.
17. Binding Upon Heirs.
This Agreement shall bind each of the Partners and shall inure to the benefit of (subject to the Sections 9 and 10) and be binding upon their respective heirs, executors, administrators, devisees, legatees, successors and assigns.
IN WITNESS WHEREOF, the Partners have executed this Agreement the date first above written.
________________________________
Partner 1
________________________________?/center?
Money isn't the only investiment in the film. Equipment, Script, work already done, and work to be done can be considered part of the investment.
My film:
Trailer:
http://www.vimeo.com/4103913
Where to buy:Shadow of crime
https://www.createspace.com/288191
Myfilm"Shadow of Crime"
trailer:
http://www.youtube.com/watch?v=ig0HgDFFgMs
additional
http://www.youtube.com/watch?v=ZdNQyriKApA&feature=mfu_in_order&list=UL
Trailer:
http://www.vimeo.com/4103913
Where to buy:Shadow of crime
https://www.createspace.com/288191
This situation can be tricky. You may want to test how you both will work together first..by creating a short with them. You can get a feel of what it is like to work with this person, and not loose anything in the short run. Working with someone that wants to possibly take credit for YOUR work can be tricky..or having things their way when its not what you envision...and you risk loosing a efficient production over drama. If you feel that there may be issues, which it sounds like you are hinting at them..then listen to yourself..and find something you can both work on before you commit to a larger project and see how it goes..see if you can finish the short..and use it as a starting point..if your comfortable then move into the larger production..Being able to work along with someone on a production team is Vital.
The creative process is a real and vital process, but unlike all the other processes that constitute film making, it is the one that cannot be seen or defined. it is because of this that it's variously referred to as, airy fairy, arty farty, pie in the sky, bullshit and a host of other foolish names. The problem with writing and "real directing" (not to be confused with other forms of directing including the most common type which involves deciding where to point the camera at sets, scenes and people called actors,for a predetermined number of seconds before yelling "CUT") is that, like acting, where almost anyone who can talk and remember a few second of dialogue, thinks they can do it, anyone who has written a letter or a poem thinks they can write drama and almost anyone who has been in a school play, or organised a birthday party, thinks they can direct. Two kinds of person will want total control; the one who thinks he/she is a genius and wants to keep everyone else out of the process and the one who is a control freak irrespective of what he/she knows or does not know. Believe me, the one who knows and has had experience, will usually be happy to work in the pre-production stage with a few doors open, that is to say, allow others to discuss possibilities and shake things about without making too many waves. It is however vital, that this process ends with pre-production, by the time you get to production, then the director (real of course) must be the first and the last word in the creative process and unless he/she goes wildly astray, nobody should even think about interfering. the creative process is about a lot of things, but trust is and should always be at the heart of it. What? oh a real director is a person who knows why he/she is pointing the camera where and for how long and is more interested in what grows from the creative process, which is still alive until the final credits have finished their rolling.
Does not the sandalwood impart its fragrance even unto the axe that hews it
Does not the sandalwood impart its fragrance even unto the axe that hews it