INDEMNITIES AND RIGHTS

1. Nothing in this Agreement or any individual contract to which this Agreement applies shall diminish any otherwise-existing right of the Writer to collect any of the so-called “author’s share” of Secondary Use Payments in connection with any production based on Script Material.

2.   Nothing in this Agreement or any individual contract to which this Agreement applies shall diminish any otherwise-existing right of the Producer to collect any of the so-called “producer’s share” of Secondary Use Payments in connection with any production based on Script Material.

3. In this Section A708, “Secondary Use Payments” means the net amounts collected and then distributed by collective societies” (e.g. SACD, AGICOA) in respect of
   1. the retransmission outside North America, and/or

   2. the performance, communication to the public (including broadcasting worldwide but excluding retransmission in North America), private copying, rental and lending anywhere in the world,

      of productions based on Script Material.  Secondary Use Payments shall not be included in Distributors’ Gross Revenue.

4.   All net amounts collected and then distributed by collective societies in respect of the retransmission in North America of productions based on Script Material are deemed receivable by the Producer, the Head Distributor and/or sub-distributors and shall be included in Distributors’ Gross Revenue until such time as a decision of a court or tribunal of competent jurisdiction is rendered.

5. Nothing in this Agreement shall preclude the Guild or the Association from commencing or participating in proceedings before any court or tribunal and/or lobbying for legislative changes regarding retransmission payments in North America or Secondary Use Payments.

1. The Writer warrants that, to the best of his/her knowledge, information and belief the Script Materials to be provided by him/her hereunder:
   1. are original to the Writer;

   2. do not infringe the copyright of any person;

   3. do not defame any person;

   4. do not invade the privacy of any person.
   The foregoing warranty does not apply to material included in the Script Materials supplied to the Writer by the Producer, or in respect to any claim or action that arises from any change made in the Script Materials delivered by the Writer to the Producer after such delivery.

2. The Producer warrants that, to the best of the Producer’s knowledge, information and belief, any material supplied to the Writer by the Producer for the Writer to incorporate in the Script Materials to be provided by the Writer hereunder:
   1. do not infringe the copyright of any person;

   2. do not defame any person;

   3. do not invade the privacy of any person;
   and that no Script Material supplied by the Writer to the Producer shall be used by, or with the approval of, the Producer in such a manner as to defame any person or to invade the privacy of any person or to violate the provisions of the Criminal Code of Canada in respect to pornography or obscenity.

3. The Writer indemnifies the Producer against all damages and costs (including reasonable legal fees) resulting from any breach of the Writer’s warranty, as evidenced by a final decision of a tribunal or a court of competent jurisdiction, or any settlement to which the Writer has consented in writing.

4. The Producer indemnifies the Writer, his/her heirs, administrators, executors and successors against all damages and costs (including reasonable legal fees) in respect to any action or proceeding to which the Writer is made a party by reason of having created or supplied Script Materials under this contract, including but not limited to any claim arising out of any breach of the Producer’s warranty as set out in Article A709(b) above, as evidenced by a final decision of a tribunal or a court of competent jurisdiction, or any settlement to which the Producer has consented in writing.  This indemnity shall not apply to any action or proceeding arising out of a breach of the Writer’s warranty as set out in Article A709(b) above.

5. Either party upon receipt of notice of any claim as a result of which the other party’s indemnity might be invoked, shall promptly notify the other of such claim giving the other party full details thereof including copies of all documents received in connection therewith.  The existence of any such claim shall not relieve the Producer of the obligation to pay the Writer any monies due the Writer pursuant to the contract.

6. Neither party shall be deemed to have waived their respective rights to defend themselves against any claim by the other for costs or damages arising out of a settlement not consented to in writing by the indemnifying party.

1. In the event that at any time prior to the start of principal photography of a Feature Film or program based on Script Material, the Producer becomes bankrupt, insolvent is wound up, or has a receiver appointed by the Court, all rights in such Script Material shall automatically revert to the Writer.

2. In the event that at any time subsequent to the start of principal photography of a Feature Film or program based on Script Material, the Producer is declared bankrupt, insolvent or is wound up, the Producer’s successor in title (including a Trustee in Bankruptcy or receiver/manager) shall be bound by the terms of this Agreement, including the obligation to make all payments due to Writers.

In the event, the Producer becomes bankrupt, insolvent, or is wound up, or has knowledge that a Receiver, Trustee in Bankruptcy or Interim Receiver may be appointed to take over administration of the Producer’s assets, the Producer shall notify the Guild immediately in writing of such circumstances and/or appointment and shall provide all relevant particulars, including the names and contact information for such Receiver, Trustee in Bankruptcy or Interim Receiver.

The Producer may acquire rights to Script Material in addition to those previously contracted under this Agreement upon terms and conditions to be mutually agreed between the Producer and the Writer, provided that:

1. all such agreements for further rights shall be by written consent;

2. when such rights are governed by this Agreement, the terms and conditions shall be not less than those stipulated in this Agreement; and

3. when such rights are not governed by this Agreement, the fee negotiated shall be in addition to the fees paid for the rights governed by this Agreement, and the contract shall clearly set out that such rights are in addition to the rights governed by this Agreement.

On payment of the Script Fees as provided herein, the Producer shall acquire, subject to Articles A710 to A712, an exclusive license to produce a single production made from the Script.