Risky Business, Financing and Distributing Independent Films (2nd Edition 2009) BOOK
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Risky Business is the comprehensive nuts-and-bolts guide to setting up an independent production project. Starting with the basic organization of the company and the preparation of production, collaboration, and screenplay agreements, it covers in detail everything from raising money via loans, presales, and investors through finding, contracting with, and policing the finished project’s distributors.
SUMMARY
A companion to Mark Litwak’s popular books on entertainment industry dealmaking and contracts, Risky Business is an authoritative blueprint for successfully producing any independent film or video.
Included among the many topics that the author discusses: partnerships; corporations; limited liability companies; equity investments; attracting investors; evaluating a film’s economic value; co-production; working the film festivals; distribution territories; distribution agreements; distributors’ accounting practices; and much more. In addition to its primary text, it includes a number of essential contracts, sample statements and certificates, checklists, and lists of useful resources.
CONTRACTS
Co-Production Agreement
Promissory Note
Promissory Note with Guarantee
IFTA International Schedule of Definitions
Finder Agreement
International Distribution License Agreement
Lab Access Letter
IFTA Rider to International Distribution Agreement
International Distribution Agreement (Filmmaker-friendly version)
Read Review
TABLE OF CONTENTS
PREFACE
FILMMAKER SELF DEFENSE CHECKLIST
1. ORGANIZING YOUR COMPANY
Choice of Business Entity
Sole Proprietorship
General Partnership
Limited Partnership
Corporation
Limited Liability Company (LLC)
2. COLLABORATIONS AND CO-PRODUCTIONS
International Co-Productions
Production Incentives
Contract: Co-Productions Agreement
Contract: Distributor Sales Agency Agreement
3. FINANCING INDEPENDENT FILMS
Loans
Contract: Promissory Note
Contract: Promissory Note with Guarantee
Borrowing Against Pre-sale Agreements
Investor Financing
Registration and Exemptions
504 Offering
505 Offering
506 Offering
Intrastate Offering Exemption
Accredited Investor Exemption
California Limited Offering Exemption
Anti-Fraud Provisions
Distributor Supplied Financing
Finders
Contract: Finder Agreement
Contract: International Distribution License
4. ATTRACTING INVESTORS
Checklist for Film Investors
5. TACTICS AND STRATEGY IN ARRANGING DISTRIBUTION
How Much is My Film Worth?
How Distributors Evaluate a Film
Sources of Revenue
Increasing Your Leverage
Film Festivals
Working the Festival Circuit
Balancing Risks and Rewards
he Acquisition/Distribution Agreement
Investigate the Distributor
6. THE DISTRIBUTION AGREEMENT
Principle Terms of a Distribution Agreement
Territory
Media
Term
Distribution Fee
Distribution and Marketing Expenses
Advances and Guarantees
Consultation Rights
Warranties and Representations
Accounting
Arbitration
Insurance
Termination
Allocation of Package Revenue
Governing Law
Territorial Minimums
Access to Master Materials
Return of Materials
Delivery
Contract: Lab Access Letter
Contract: International Distribution Agreement (Filmmaker-friendly version)
7. WHEN A DISTRIBUTOR DEFAULTS
Selecting a Distributor
Creative Accounting
Conducting an Audit
How Revenue is Divided
Creative Accounting Pitfalls
Accounting Terms
Defensive Tactics
A Filmmaker’s Bill of Rights
8. LOOKING FORWARD
APPENDIX - DISTRIBUTION
Delivery Checklist
Certificate of Origin
Statement of Prior Distribution
Statement of Distribution Restrictions and Obligations
Major Deal Points: Acquisition/Distribution Agreement
Copyright Security Agreement
GLOSSARY OF TERMS
Los Angeles Lawyer review:
"He [Litwak] also excels at identifying contractual details that can make a big difference to a filmmaker's bottom line. The chapter on the distribution agreement itself is worth the purchase price. It includes a sample agreement with helpful explanations, neither of which were provided in the seminar that inspired this book... Litwak also offers some filmmaker-friendly provisions of his own design, including what he calls a 50/50 Guarantee, under which distributors of low-budget films lacking name actors apparently have agreed to delay reimbursement of their expenses and receipt of their distribution fee until at least 50 percent of gross revenues has been paid to the filmmaker in lieu of an advance."
28 Los Angeles Lawyer 54 (2005)
A companion to Mark Litwak’s popular books on entertainment industry dealmaking and contracts, Risky Business is an authoritative blueprint for successfully producing any independent film or video.
Included among the many topics that the author discusses: partnerships; corporations; limited liability companies; equity investments; attracting investors; evaluating a film’s economic value; co-production; working the film festivals; distribution territories; distribution agreements; distributors’ accounting practices; and much more. In addition to its primary text, it includes a number of essential contracts, sample statements and certificates, checklists, and lists of useful resources.
CONTRACTS
Co-Production Agreement
Promissory Note
Promissory Note with Guarantee
IFTA International Schedule of Definitions
Finder Agreement
International Distribution License Agreement
Lab Access Letter
IFTA Rider to International Distribution Agreement
International Distribution Agreement (Filmmaker-friendly version)
Read Review
TABLE OF CONTENTS
PREFACE
FILMMAKER SELF DEFENSE CHECKLIST
1. ORGANIZING YOUR COMPANY
Choice of Business Entity
Sole Proprietorship
General Partnership
Limited Partnership
Corporation
Limited Liability Company (LLC)
2. COLLABORATIONS AND CO-PRODUCTIONS
International Co-Productions
Production Incentives
Contract: Co-Productions Agreement
Contract: Distributor Sales Agency Agreement
3. FINANCING INDEPENDENT FILMS
Loans
Contract: Promissory Note
Contract: Promissory Note with Guarantee
Borrowing Against Pre-sale Agreements
Investor Financing
Registration and Exemptions
504 Offering
505 Offering
506 Offering
Intrastate Offering Exemption
Accredited Investor Exemption
California Limited Offering Exemption
Anti-Fraud Provisions
Distributor Supplied Financing
Finders
Contract: Finder Agreement
Contract: International Distribution License
4. ATTRACTING INVESTORS
Checklist for Film Investors
5. TACTICS AND STRATEGY IN ARRANGING DISTRIBUTION
How Much is My Film Worth?
How Distributors Evaluate a Film
Sources of Revenue
Increasing Your Leverage
Film Festivals
Working the Festival Circuit
Balancing Risks and Rewards
he Acquisition/Distribution Agreement
Investigate the Distributor
6. THE DISTRIBUTION AGREEMENT
Principle Terms of a Distribution Agreement
Territory
Media
Term
Distribution Fee
Distribution and Marketing Expenses
Advances and Guarantees
Consultation Rights
Warranties and Representations
Accounting
Arbitration
Insurance
Termination
Allocation of Package Revenue
Governing Law
Territorial Minimums
Access to Master Materials
Return of Materials
Delivery
Contract: Lab Access Letter
Contract: International Distribution Agreement (Filmmaker-friendly version)
7. WHEN A DISTRIBUTOR DEFAULTS
Selecting a Distributor
Creative Accounting
Conducting an Audit
How Revenue is Divided
Creative Accounting Pitfalls
Accounting Terms
Defensive Tactics
A Filmmaker’s Bill of Rights
8. LOOKING FORWARD
APPENDIX - DISTRIBUTION
Delivery Checklist
Certificate of Origin
Statement of Prior Distribution
Statement of Distribution Restrictions and Obligations
Major Deal Points: Acquisition/Distribution Agreement
Copyright Security Agreement
GLOSSARY OF TERMS
Los Angeles Lawyer review:
"He [Litwak] also excels at identifying contractual details that can make a big difference to a filmmaker's bottom line. The chapter on the distribution agreement itself is worth the purchase price. It includes a sample agreement with helpful explanations, neither of which were provided in the seminar that inspired this book... Litwak also offers some filmmaker-friendly provisions of his own design, including what he calls a 50/50 Guarantee, under which distributors of low-budget films lacking name actors apparently have agreed to delay reimbursement of their expenses and receipt of their distribution fee until at least 50 percent of gross revenues has been paid to the filmmaker in lieu of an advance."
28 Los Angeles Lawyer 54 (2005)
