DRAFT SCREENPLAY OPTION AND REWRITE AGREEMENT

_______________
_______________
_______________

Re: "______________________"

Dear _________:

The following confirms the basic terms of the agreement between you, _____________ ("Artist"), and ______________________("Producer"), with respect to the development and production of a motion picture or television program (the "Picture") based upon Artist's original motion picture screenplay now entitled "______________________" (which together with the title, ideas, plot, themes, contents, products, characters, translations, and other versions thereof whether now existing or hereafter created is referred to herein as the "Material").

1. Option Periods: In consideration of the sum of __________ ($____.00) payable upon execution hereof and receipt of which is hereby acknowledged, Artist hereby grants Producer an exclusive irrevocable Option (the "Option") for a period of ____ (__) months from the date hereof by Artist to acquire all rights, title, and interest in and to the Material in all media now or hereafter known throughout the world in perpetuity for the Purchase Price and on the terms as more fully described below. The Option may be extended for ____ (__) additional ____ (__) month periods upon the payment of the additional sum of ________ ($_____.00) or on before the expiration of each ____ (__) month Option period. During the Option period(s) as extended, Producer shall have the right to seek and enter into a written agreement with a financially responsible company engaged in the development, production, distribution, syndication, and/or financing of motion pictures in order to further develop, finance, produce, and distribute the Picture.

   (a) Exercise of Option: Producer may exercise the Option, if at all, at any time during the Option period (as the same may be extended) by written notice to Artist accompanied by payment to Artist of the Purchase Price.

2. Purchase Price: The Purchase Price shall ___________________ Dollars ($______.00), plus _____ percent (__%) of the final bonded budget for the Picture exclusive of financing charges, bonding costs, overhead, if any, and contingency.

3. Rights Acquired: Upon exercise of the Option, Producer hereby acquires and Artist hereby irrevocably pre-assigns and assigns all right, title, and interest in and to the Material and the title thereof in all media now or hereafter known throughout the world in perpetuity including without limitation all literary rights (including without limitation, copyright, trademark and patent), motion picture rights, all television rights (including, without limitation, live, free, pay, cable, long form, and series television rights) and all allied, ancillary, subsidiary and incidental rights, including, without limitation, prequel, sequel and remake rights, music publishing, novelization, videocassette, videodisc, and laserdisc rights, CD-ROM, CD-1, interactive and multi-media rights and any and all on-line Internet rights, digital entertainment, animation, theme park, soundtrack recording, commercial tie-in and merchandising rights and promotional and advertising rights (including, without limitation, printed synopses and 10,000 word excerpt publication rights and the right to broadcast, over radio, television and all other media, advertisements with respect to productions produced hereunder). The foregoing rights shall be in accordance with the applicable provisions of the Writer's Guild of America Basic Agreement ("WGA Agreement"), if this Agreement is ultimately deemed subject to the WGA Agreement. The rights herein granted include the right to distribute, transmit, exhibit, broadcast and otherwise exploit all productions produced pursuant to this Agreement by means of any and all media and devices, whether now known or hereafter devised, in perpetuity and in any and all markets/territories whatsoever. Producer may in its discretion make any and all changes in, additions to, and deletions from the Material and Artist waives any and all so-called moral rights, droit morale, or any similar rights, of authors. Nothing contained in this Agreement shall be construed as requiring Producer to exercise or exploit any of the rights granted to or acquired by Producer under this Agreement.

   In addition to the foregoing Producer shall be the sole and exclusive Owner of the Material and all the results and proceeds of Artist's services hereunder and all copyrights (and extensions and renewals thereof) in all the foregoing, and shall have the exclusive right in perpetuity to use, exploit, advertise, exhibit and otherwise turn to account any or all of the foregoing, in any and all media, whether now known or unknown, throughout the Universe, in all languages, as Producer, in its sole and unfettered discretion shall determine. Any materials written or otherwise contributed by Artist hereunder are intended by Artist and Producer to be a "work-made-for-hire" by Artist pursuant to Section 201 of Title 17 of the United States Code and Producer shall be the sole owner thereof regardless of whether Producer exercises the Option. Producer may change, alter, add to, strike from or rearrange all or any part of the Material or any other material as Producer sees fit.

   To the extent any jurisdiction shall not recognize or shall have exception to the foregoing "work made for hire" doctrine, Artist hereby irrevocably assigns, licenses and grants to Producer, throughout the world, irrevocably, in perpetuity, Artist's rights, if any, to authorize, prohibit and/or control the renting, lending, fixation, reproduction and/or other exploitation of the Picture by any means and in any media now known or hereafter devised as may be conferred upon Artist under applicable laws, regulations, or directives, including, without limitation, any so-called "Rental and Lending Rights" pursuant to any European Economic Community ("EEC") directives and/or enabling implementing legislation, laws or regulations enacted by the member nations of the EEC. Writer hereby acknowledges receipt of equitable remuneration with respect to said "Rental and Lending Rights" and hereby waives any benefit of any provision of law known as "droit moral" or any similar or analogous law, regualtion, or decision in any country of the world.

   In the event Artist pursuant to any applicable law or regulation retains any rights in and to Artist's work product or the Material that cannot be assigned to Producer, Artist hereby unconditionally and irrevocably waives (subject only to any rights Artist may have under the WGA Agreement, if applicable) the enforcement of all such rights, and all claims and causes of action of any kind with respect to any of the foregoing against Producer, its distributors, licensees and assigns, whether now known or hereafter to become known and agrees, at the request and expense of Producer and its successors, licensees and assigns, to consent to and join in any action to enforce such rights and to procure a waiver of such rights from the holders of such rights, if any, including without limitation, Artist, his successors, representatives, heirs, and assigns. In the event, that Artist retains any rights in and to Artist's work product and the Material that cannot be assigned to Producer and cannot be waived, Artist hereby grants to Producer (subject to any rights Artist may have pursuant to the WGA Agreement, if applicable) and its successors, licensees and assigns, an exclusive, perpetual, worldwide, royalty-free license to reproduce, distribute, modify, change, publicly perform, and publicly display, with the right to sublicense and assign such rights in and to said work product and Material including, without limitation the right to use in any way whatsoever said work product and Material.

4. Development and Writing Services: Artist agrees to cooperate and assist Producer in the development and/or production of the Picture by performing at the option of the Producer the following writing services as an "employee-for-hire" of Producer in connection with the Material. It is understood that Artist shall have the first opportunity to perform said services, provided that he is ready, willing, able, and available to so perform said services on a timely basis. Provided that Artist is available when required by Producer, Artist agrees to render all writing services required by Producer hereunder customarily rendered by writers for a first-class theatrical motion picture in the motion picture industry, as, when and where reasonably required by Producer. Artist shall, to the best of his ability, incorporate into the Material all of Producer's reasonable instructions, requirements and suggestions. Artist's services shall be exclusive during all writing periods hereunder and non-exclusive, but on a first-priority basis at all other times. In this regard, Artist agrees that Artist will be available to and shall commence all writing services required hereunder not later than ___ (__) weeks after Producer furnishes Artist with its instructions, requirements, and suggestions, and orders the relevant writing services. If Artist is not available to perform said services in accordance with the terms hereof, Producer shall have no further obligation to engage Artist in connection with any rewrites, revisions, or polishes of the Material. Subject to Artist's performance of all writing services hereunder and provided Artist is not in material breach or material default hereof, Producer shall pay Artist and Artist shall accept as full and complete consideration for all writing services rendered pursuant to this Agreement, the following sums for the following services:

   (a) First Rewrite: Artist shall write a first rewrite of the Material ("First Rewrite") in consideration of a writing fee ("Writing Fee") of _________ Dollars ($_____.00) payable 1/2 thereof upon commencement of the First Rewrite and 1/2 thereof upon exercise of the Option on the Material hereunder. Artist shall commence the First Rewrite on a date designated by Producer and shall deliver the First Rewrite to Producer not later than ___ (__) weeks thereafter. Producer shall have a reasonable reading period from delivery of the First Rewrite within which to make notes and furnish Artist with proposed changes.

   (b) First Polish: Upon written notice to Artist from Producer, Artist shall commence writing a polish ("Polish") of the Material in consideration of a Writing Fee of _____________ ($______.00) payable 1/2 hereof upon commencement of the Polish and 1/2 thereof upon exercise by Producer of the Option on the Material hereunder. Artist shall deliver the Polish to Producer not later than four (4) weeks after commencement of the Polish.

5. Services: At all times during the term of Artist's services hereunder, Artist agrees that Artist will promptly and faithfully comply with all of Producer's reasonable instructions, directions and requests; and that he will perform his services conscientiously and to the full limit of his talents and capabilities when and wherever reasonably required or desired by Producer and in accordance with Producer's instructions and directions in all matters, including those involving artistic taste and judgment.

6. Control: Producer shall have complete control of the production of the Picture including, but not limited to, all artistic controls and the right to cut, edit, add to, subtract from, arrange, rearrange and revise the Material, any revisions thereto, and the Picture in any manner.

7. Name and Likeness: Producer shall have the right to use and authorize others to use the name, approved photograph, voice, approved likeness and approved biography of Artist, and any results and proceeds of his services hereunder, to advertise and publicize the Picture including but not limited to the right to use the same in the credits of the Picture, in trailers, in commercial tie-ups, and in all other forms and media of advertising and publicity including merchandising, publications, records and commercial advertising and publicity tie-ups derived from or relating to the Picture provided such use is not a commercial endorsement by Artist. In connection with the foregoing rights, Artist shall promptly, upon request, furnish Producer with pre-approved stills, likeness, if available, and a pre-approved biography for such use and Producer agrees to use same.

8. Credit: Provided that Artist shall fully and completely keep and perform all of his material obligations and agreements hereunder, and is not in material default, Artist shall receive credit on the positive prints and/or tape for the Picture and in all paid advertising (subject to customary entertainment industry exclusions) issued by or under the direct control of Producer in the form as required by the WGA Agreement, whether or not such agreement is applicable to this Agreement. Except as expressly provided hereinabove, Producer shall determine in its sole discretion the manner of presenting and the size of such credits. No casual or inadvertent failure to comply with the provisions of this paragraph or failure of any third party to comply with same shall be deemed to be a breach of this Agreement by Producer. Producer shall nevertheless use its good faith efforts to prospectively cure such failure to comply with the credit obligations hereunder on materials created in the future.

9. Additional Documents: Artist agrees to execute such additional documents consistent herewith as Producer shall require in order to effectuate the terms and conditions of this Agreement including, without limitation the short form option agreement attached hereto as Exhibit "1", the short form Assignment of Rights (which Assignment shall only be effective if Producer exercises the Option hereunder) attached hereto as Exhibit "2", and the Certificate of Authorship attached hereto as Exhibit "3". In the event that Artist fails or refuses to execute such documents or instruments in a timely manner, after a reasonable opportunity to review same, Artist hereby irrevocably appoints Producer his attorney in fact to execute such documents or instruments consistent with the terms hereof on Artist's behalf, such appointment and power being coupled with an interest with full powers of substitution and delegation.

10. Warranties, Representations and Indemnities: Artist represents and warrants that Artist is the sole owner of all rights, title and interest in and to the Material; that no part of the Material is in the public domain and all of the Material enjoys or will enjoy either statutory or (to the extent it may exist) common law protection in the United States; that all literary material of any kind written, authored prepared, composed or submitted by Artist hereunder shall be wholly original with him; Artist has not heretofore and will not during the term of this Agreement sell, assign or otherwise convey any rights in and to the Material; that to the best of Artist's knowledge, nothing contained in the Material or the revisions thereto libels, slanders, defames, violates any copyright, common law or other right, or otherwise infringes upon any right of any third party; that Artist has the right to enter into this Agreement render the required services hereunder and grant the rights granted to Producer hereunder; and that there are no liens, claims or encumbrances which in any way limit, derogate from, interfere with, or restrict the full and complete exercise of the rights granted to Producer hereunder. Subject to the provisions of Article 28 of the WGA Agreement, if applicable, Artist hereby agrees to indemnify Producer from and against any and all claims, liabilities, penalties, costs, and expenses (including reasonable outside attorneys' fees) arising out of or in connection with any and all breaches of Artist's representations, warranties and undertakings hereunder. Producer hereby reciprocally indemnifies Artist from claims arising from material added to the Material by Producer or at Producer's request. Artist agrees that Producer shall have the sole right to control the legal defense against any claims, demands, or litigation, including the right to select counsel of its choice (it being understood that Artist may have the right to separate counsel at Artist's sole expense) and in any event Producer shall have the final and controlling authority to compromise or settle any such claims, demands, or litigation.

11. Notices:

    (a) All notices (including, without limitation all copies of notices of delivery of Artist's work product hereunder) hereunder shall be in writing and shall be sent by personal delivery, mail, telegram, or fax. If a notice is intended for Producer it shall be addressed to Producer, c/o _________________, ________________, _____________________, Telephone: ____________, Facsimile: _____________, Attention: _______________, with a courtesy copy to _______________________, _____________________, _____________________, Fax: ________________, Attention: _______________. or to such other address which Producer shall designate in writing; and if intended for Artist it shall be sent to _____________, ___________, _____________________.

    (b) The specific individual designated by Producer to order and receive all writing services of Artist hereunder is ____________ at the address noted for Producer above.

12. WGA Agreement; Withholdings: This agreement may be in accordance with the terms and conditions of the current WGA Agreement, if Artist is eligible to be a member of the WGA and Producer is or becomes signatory or assigns this agreement to a WGA signatory company. If Artist is eligible and Producer is or becomes signatory or so assigns this agreement to a WGA signatory company, Artist represents, warrants, and agrees that he will currently and will remain throughout the term hereof a member of good standing of the WGA. In the event that various payments hereunder are below WGA scale, (if applicable) any above scale payments made for the Purchase Price of the Material shall be deemed applied against the applicable payments hereunder to bring them up to WGA scale to the maximum extent permitted under the WGA Agreement, if applicable. In the event that this Agreement is subject to the WGA, and Artist fails to make any payments required by the WGA Producer is hereby irrevocably authorized to deduct any such payments from the sums due Artist hereunder and make such payments to the WGA on Artist's behalf after a seventy-two (72) hour cure period. Producer is also irrevocably authorized to deduct, withhold and pay any taxes, contributions, withholdings, or other deductions required by law from the sums due Artist hereunder.

13. No Right to Contract: Artist acknowledges and agrees that he has no right or authority to and will not employ any person to serve in any capacity, nor contract for the purchase or rental of any article or material, nor make any commitment or agreement whereby Producer shall be required to pay any monies or other consideration or which shall otherwise obligate Producer, without Producer's express prior written consent.

14. Assignment: Producer may transfer and assign this Agreement or all or any of its rights hereunder to any person, firm or corporation, but Producer shall remain secondarily liable for its obligations hereunder unless such transfer or assignment is to a major motion picture studio or distributor as that term is commonly understood in the motion picture business, in which event Producer shall be relieved of all further obligations hereunder. This Agreement shall inure to the benefit of Producer's successors, licensees and assigns. Artist shall not assign or transfer this Agreement, or any of his rights or obligations hereunder, it being understood that the obligations and duties of Artist are personal to Artist, and any purported assignment shall be void. Artist shall nevertheless have the right one (1) time only to assign his right to receive money hereunder to one (1) person or entity.

15. Limitation of Remedy: All rights assigned, transferred, conveyed, or licensed by this Agreement shall be irrevocable under all or any circumstances and shall not be subject to reversion, rescission, termination or injunction. Artist agrees that Artist shall not have the right to enjoin the exhibition, distribution or exploitation of any motion picture produced hereunder or to enjoin, rescind or terminate any rights granted, transferred, conveyed, or licensed to Producer hereunder. Artist further agrees that Artist's sole remedy in the event of any default by Producer hereunder, including the failure by Producer to pay Artist the consideration payable to Artist for the rights and services of Artist pursuant hereto, or to accord Artist credit (to the extent that Producer is obligated to accord Artist such credit) pursuant hereto, shall be an action at law for damages. At all times, the Producer shall have all rights and remedies which it has at law or in equity, pursuant hereto or otherwise.

16. Contingencies: Artist's engagement, payment of Artist's compensation and the running of any periods (including, without limitation, any Option periods) herein provided for will be suspended, upon written notice, during all periods that (a) Artist is in material breach or material default hereof; (b) Artist is prevented from performing Artist's obligations hereunder by reason of Artist's illness, accident or mental, physical or legal or other disability or death; or (c) the development, production, distribution or other exploitation of the Picture is prevented, materially interrupted or materially delayed or Producer's business operation becomes commercially impracticable because of a force majeure event (as such term is customarily defined in the Los Angeles motion picture industry, including without limitation any labor dispute, strike or lockout) or because of other causes beyond Producer's control. Any such suspension shall continue until its cause ceases to exist, the resumption of Artist's services, and Artist has reported to Producer ready, willing and able to perform Artist's services, provided that Producer will have the right to lift any suspension, other than a suspension for a matter referred in (b) above, at any time.

    If any matter referred to in (a) above occurs or any matter referred to in (b) above exists for ___________ (__) consecutive days or ____________ (__) days in the aggregate, or if any matter referred in (c) above exists for ____ (__) weeks or more, Producer may terminate Artists' engagement hereunder without any further obligation, financial or otherwise, to Artist, provided that no such termination for an event set forth in (b) or (c) above shall relieve Producer of its obligation to pay Artist any previously accrued compensation hereunder and any monies required pursuant to the WGA Agreement, and provided further that Producer shall not terminate Artist's engagement for breach or default unless Producer has first given Artist notice of such breach or default and Artist failed to cure the same within __ hours after receipt of such notice. The foregoing shall not be deemed to limit Producer's rights at law or in equity.

17. Unenforceability: If any term or provision contained in this Agreement shall be held by any court of competent jurisdiction to be unenforceable, illegal, void or contrary to public policy, or violates any provision of the WGA Agreement, if such agreement is applicable, such term or provision shall be of no force or effect (but only to the minimum extent necessary to eliminate such unenforceability, illegality or violation), and this Agreement shall nevertheless be binding and effective as to the other terms and provisions hereof, it being the intention and declaration of the parties that had they, or either of them known of such infirmity, they would have entered into a contract, each with the other, containing all of the other terms and provisions hereof.

18. Prior Agreement; Entire Agreement; General Provisions: This Agreement embodies the entire understanding of the parties hereto, supersedes any prior agreement respecting the Material (including without limitation that certain agreement dated as of ___________ and executed on ______________ between Artist, on the one hand, and __________ and _____________ on the other hand), and may not be amended or modified, nor may any provisions thereof be waived, except by a writing signed by the party to be charged therewith. No payment by Producer shall constitute a waiver of any term or condition of this Agreement. The captions in this Agreement are only for convenience and should not have any substantive effect. This Agreement shall not constitute any relationship of partnership, joint venture, or agency between the parties.

19. California Law; More Formal Agreement: This Agreement shall be construed, interpreted and governed by the laws of the State of California applicable to agreements wholly performed within said state. It is contemplated that if a distributor or financier may require a more formal agreement to be entered into by the parties hereto covering the subject matter hereof, such agreement shall be entered into, which agreement shall contain such standard terms as are customary in the Los Angeles motion picture industry for agreements of this type, subject to good faith negotiations not inconsistent with the terms specified herein. However, unless and until such more formal agreement is executed, this Agreement shall constitute a binding contract between the parties hereto and their respective heirs, successors and assigns.

20. Miscellaneous Additional Terms:

    (a) First Negotiation on Theatrical or Television Remakes, Sequels, or Prequels: Provided Artist receives sole writing credit in accordance with the WGA credit determination procedure, and provided that Artist substantially performs all of his required material obligations hereunder, then in the event Producer elects to produce a theatrical or television remake of or sequel or prequel to the Picture within a period of _____ (__) years from the date hereof or____ (__) years from the initial release of the first Picture, whichever occurs first, and provided further that Artist is then ready, willing, able and available to render the required services and Artist is then still active as a writer in the motion picture industry, Producer agrees that it will negotiate first with Artist to serve as writer of such theatrical or television remake, or sequel, or prequel. In the event Producer and Artist cannot reach agreement on the terms and conditions of such engagement within a period of ______ (__) days after Producer notifies Artist in writing of its election to produce such remake, sequel, or prequel, or if Artist is unavailable, unable or unwilling to render the required services, or Artist is not then active as a writer in the motion picture industry, then Producer may thereafter engage any other writer without further obligation to Artist.

    (b) Insurance: Artist shall be named as an additional insured under Artist's Error's and Omissions and General Liability Insurance Policies respecting the Picture.

    (c) Videocassette: Artist shall be furnished with a 1/2 inch videocassette upon its commercial, if ever, availability, for Artist's non-commercial private use, upon Artist's execution of Producer's private use lending agreement.

    Please indicate your agreement with the foregoing by executing this letter Agreement in the space provided below.

    Very truly yours,

    ___________________________________

    By_______________________

    Its_______________________

    AGREED TO AND ACCEPTED
    Artist

    _________________________
    ___________

    Soc. Sec. Number _____________________

    Date of Execution ___________

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    EXHIBIT "1"
    SHORT FORM OPTION

    For good and valuable consideration, receipt of which is hereby acknowledged, the undersigned, _____________, hereby grants to ______________________("Purchaser"), its successors and assigns, the sole and exclusive option to purchase all motion picture and certain allied rights in the original literary and/or dramatic work (the "Material") described as follows:

    TITLE: "_________________________"

    AUTHOR: _____________

    PUBLISHER (If Any):

    DATE OF PUBLICATION (If Any):

    COPYRIGHT REGISTRATION (If Any):

    The Material includes but is not limited to: (i) all contents; (ii) all present and future adaptations and versions; (iii) the title, characters and theme; and (iv) the copyright and all renewals and extensions of copyright.

    This instrument is executed in accordance with and is subject to the Option/Purchase Agreement (the "Agreement") between the undersigned and Purchaser dated as of _____________________, relating to the Option granted to Purchaser to purchase the above-mentioned rights in the Material, which rights are more fully described in the Agreement.

    Date:__________________________________

    At:____________________________________

    _______________________________________

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    EXHIBIT "2"
    SHORT FORM ASSIGNMENT

    For good and valuable consideration, receipt of which is hereby acknowledged, the undersigned, _____________ (the "Assignor"), hereby sells, pre-assigns, and assigns to _________________ ("Assignee"), its successors and assigns, forever and throughout the universe, all motion picture and allied rights (as more particularly described in the Agreement specified below) in the original literary and/or dramatic work (the "Material") described as follows:

    TITLE: "__________________________________"

    AUTHOR: _____________

    PUBLISHER (If Any):

    DATE OF PUBLICATION (If Any):

    COPYRIGHT REGISTRATION (If Any):

    The Material includes but is not limited to: (i) all contents; (ii) all present and future adaptations and versions; (iii) the title, characters and theme; and (iv) the copyright and all renewals and extensions of copyright.

    This Assignment includes, any and all causes of action which Assignor now has or hereafter may have for any past, present or future infringement or interference with any of the rights granted to Assignee in or to the Material.

    Assignor appoints Assignee, its successors, licensees and assigns, Assignor's irrevocable attorney-in-fact, with full power of substitution and delegation in Assignor's or in Assignee's name: (i) to enforce and protect all rights, licenses, privileges or property granted hereunder under any and all copyrights therein; (ii) to prevent or terminate any infringement or threatened copyright violation; and (iii) to join Assignor as party plaintiff or defendant in any such suit or proceeding, in the sole discretion of Assignor.

    This Assignment is executed in accordance with and is subject to the agreement (the "Agreement") between the Assignor and the Assignee dated as of ____________________________, relating to the optioning, sale and assignment to Assignee of the above-mentioned rights in the Material, which rights are more particularly described in the Agreement.

    In the event that the Option (as same may be extended) on the Material is not exercised by Assignee in a timely manner, this Short Form Assignment shall be automatically deemed null and void.

    IN WITNESS WHEREOF, the undersigned has executed this Assignment on the date indicated below.

    Date: _________________________

    ______________________________

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    EXHIBIT "3"
    CERTIFICATE OF AUTHORSHIP

    The undersigned, _____________ ("Artist") hereby certifies that, pursuant to an agreement (the "Agreement") between ______________________("Producer") and Artist in connection with certain writing services to be performed by Artist respecting a motion picture screenplay tentatively entitled "_______________________________" (the "Material"), all literary material of whatever kind or nature, written or to be written by Artist pursuant to the Agreement, and all of the results and proceeds of Artist's services in connection with the Material (all such literary material and all such results and proceeds being referred to collectively herein as the "Material") was and/or will be solely created by Artist as a "work-made-for-hire" specially ordered or commissioned by Producer for use as part of a motion picture with Producer being deemed the sole author of the Material and the owner of all rights of every kind or nature, whether now known or hereafter devised (including, but not limited to, all copyrights and all extensions and renewals of copyrights) in and to the Material, with the right to make all uses of the Material throughout the universe and all changes in the Material as Producer deems necessary or desirable. Notwithstanding the foregoing, in the event and to the extent that the Material is determined not to constitute a "work-for-hire" as a matter of law, Artist hereby irrevocably assigns to Producer all right, title and interest in and to the Material, including without limitation the copyright thereto.

    Artist hereby waives all rights of "Droit Moral" or "Moral Rights of Authors" or any similar rights or principles of law which Artist may now or later have in the Material. It is agreed that Artist's consideration for the Material is included in the compensation to be paid pursuant to the Agreement.

    Subject only to the applicable provisions of Article 18 of the Writers Guild of America Basic Agreement, if same is applicable to the Agreement, Artist warrants and represents that Artist has the right to execute this document and, (except to the extent that it is based upon material assigned to Artist by the Producer to be used as the basis thereof), that the Material is or shall be wholly original with Artist, to the best of Artist's knowledge does not and shall not defame or disparage any person or entity or infringe upon or violate the rights of privacy, publicity or any other rights of any kind or nature whatsoever of any person or entity, and is not the subject of any litigation or of any claim that might give rise to litigation. Artist shall indemnify and hold harmless Producer, the corporations comprising Producer, its and their employees, officers, agents, attorneys, assignees and licensees from and against any and all liability, claims, costs, damages, and expenses (including reasonable outside attorneys' fees and court costs) arising out of or in connection with a breach of the foregoing covenants, warranties and representations.

    IN WITNESS WHEREOF, the undersigned has executed this Certificate on this day of _____, _____.

    AGREED AND ACCEPTED

    ______________