BREAD & CIRCUS ENTERTAINMENT

INTELLECTUAL PROPERTY CONTRIBUTION & ASSIGNMENT

This Intellectual Property Contribution and Assignment Agreement (the “Agreement”) is made as of by and between Lidia Sabljic, a.k.a. “Lidia Ryan” and DBA “Lidia Sabljic” (the “Company” or “Executive Producer”), and

(Full Name)

Email:


(the “Assignor” or “Cinematographer / Associate Producer”) for purpose of production assistance on a Motion Picture project.

  • Name of Project: “Blood Drive”
  • Compensation: $1,000.00 contribution in 4 equal installments of $250 to be paid 11/1/2018, 12/1/2018, 1/1/2019 & 2/1/2019 towards production lighting which will remain the property of Gavin Stokes.
  • Services Provided: Cinematographer / Associate Producer has been engaged to shoot and light episode 1 of TV pilot “Blood Drive” and assist with other production matters.
  • Distribution at time of contract: TBD / Festival Circuit

Sequels / Remakes / Additional Seasons: Company warrants to offer first-refusal on any successive derivative projects, however, no specific terms thereof are promised nor implied at this time.

Results & Proceeds: Assignor acknowledges that all results, products, and proceeds of assignor’s services, including all original ideas in connection therewith, have been specially ordered and purchased by executive producer for use with motion picture entertainment in accordance with sections 101 and 201 of Title 17 of the U.S. Copyright Act. Therefore, company shall be the author and copyright owner thereof for all purposes throughout the universe without limitation of any kind or nature. In consideration of the monies paid to Assignor hereunder, Company shall solely and exclusively own throughout the universe in perpetuity all rights of every kind and nature whether now or hereafter known or created in and in connection with such results, product and proceeds, in whatever stage of completion as may exist from time to time, including: (i) the copyright and all rights of copyright; (ii) all neighboring rights, trademarks and any and all other ownership and exploitation rights now or hereafter recognized in any Territory, including all rental, lending, fixation, reproduction, broadcasting (including satellite transmission), distribution and all other rights of communication by any and all means, media, devices, processes and technology; (iii) the rights to adapt, rearrange, and make changes in, deletions from and additions to such results, product and proceeds, and to use all or any part thereof in new versions, adaptations, and other Motion Pictures including Remakes and Sequels; (iv) the right to use the title of the Work in connection therewith or otherwise and to change such title; and (v) all rights generally known as the “moral rights of authors.”

  1. Intellectual Property Assignment. The Assignor hereby assigns to the Company, its successors and assigns, for good and sufficient consideration in connection with execution of the Company's Agreement dated , the entire right, title and interest in and to any and all of the following that exist as of the date hereof:
    1. Intellectual Property (as defined above) relating to the Company
    2. Any and all Intellectual Property Rights claiming or covering such Intellectual Property and
    3. Any and all causes of action that may have accrued to the undersigned in connection with such Intellectual Property and/or Intellectual Property Rights.
    4. Assignor is free to enter into this Agreement and no rights of any third parties are or will be violated by Cinematographer / Associate Producer entering into or performing this Agreement. Assignor is not subject to any conflicting obligation or any disability, and Assignor nor Company have not made and shall not hereafter make any agreement with any third party, which could interfere with the rights granted to Company hereunder or the full performance of Cinematographer / Associate Producer ’s or Cinematographer / Associate Producer 's obligation and services hereunder.
    5. Cinematographer / Associate Producer shall indemnify and hold harmless Company (and its affiliated companies, successors, assigns, and the directors, officers, employees, agents, and representatives of the foregoing) from any damage, loss, liability, cost, penalty, guild fee or award, or expense of any kind (including attorney's fees (hereinafter “Liability”) arising out of, resulting from, based upon or incurred because of a breach by Cinematographer / Associate Producer and/or Cinematographer / Associate Producer of any agreement, representation, or warranty made by Director / Associate Producer hereunder. The party receiving notice of such claim, demand or action shall promptly notify the other party thereof. The pendency of such claim, demand, or action shall not release Company of its obligation to pay Cinematographer / Associate Producer sums due hereunder.
  1. Intellectual Property Definition. “Intellectual Property” means any and all intellectual property and tangible embodiments thereof, including without limitation arts, discoveries, designs, specifications, developments, methods, modifications, improvements, processes, know-how, show-how, techniques, algorithms, databases, computer software and code (including software and firmware listings, assemblers, applets, compilers, source code, object code, net lists, design tools, user interfaces, application programming interfaces, protocols, formats, documentation, annotations, comments, data, data structures, databases, data collections, system build software and instructions), mask works, formulae, techniques, supplier and customer lists, trade secrets, graphics or images, text, audio or visual works, materials that document design or design processes, or that document research or testing, schematics, diagrams, product specifications and other works of authorship.
  2. Intellectual Property Rights Definition. “Intellectual Property Rights” means, collectively, all rights in, to and under patents, trade secret rights, copyrights, trademarks, service marks, trade dress and similar rights of any type under the laws of any governmental authority, including without limitation, all applications and registrations relating to the foregoing.
  3. Prior Arts. The Assignor has listed in Exhibit B all arts, original works of authorship, developments, improvements, and trade secrets which were made by the Assignor prior to the date hereof, (collectively, the “Prior Arts”), which belong to the Assignor, which relate to the Company’s proposed or current business, products or research and development, and which are not being assigned to the Company; or, if no such list is attached, the Assignor represents that there are no such arts. In the event that any Prior Arts are listed on Exhibit B, the Assignor hereby grants to Company a present, non-exclusive, royalty free, irrevocable, perpetual, world-wide license to make, have made, sublicense, modify, use and sell such Prior Art as part of or in connection with the Company’s products and technology currently under development or in production.
  4. Further Assurances. The Company agrees to execute any and all papers and documents, and take such other actions as are reasonably requested by the Company, to evidence, perfect, defend the foregoing assignment and fully implement the Company’s proprietary rights in the subject matter assigned hereunder, such as obtaining and enforcing copyrights or trademarks and to fully cooperate in the prosecution, enforcement and defense of such proprietary rights. The Company further agrees that if the Company is unable, for any reason, to secure signatures to apply for or to pursue any application for any patent, copyright, trademark or other proprietary right covering any Intellectual Property assigned to the Company above, then the Company hereby irrevocably designates and appoints the Company its duly authorized officers and agents as the Company’s agent and attorney-in-fact, to act for and in the Company’s behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, trademarks and other registrations thereon with the same legal force and effect as if executed by the Company.
  5. Representations and Covenants. The Assignor represents and warrants that (i) the Assignor is the owner of the entire right, title and interest in and to the Intellectual Property, (ii) the Assignor has the sole right and authority to enter into this Agreement and grant the rights hereunder, (iii) the Company has not previously granted any rights or licenses in the Intellectual Property, (iv) the Company does not own or have the right to license any other Intellectual Property that is related to the conduct of the Company’s business, (v) the Assignor is not obligated under any consulting agreement, employment agreement, or other agreement or obligation that conflicts with, or would prevent the Assignor from fully performing the Assignor’s obligations under, this Agreement and the Assignor shall not enter into any such agreement or obligation during the period of the Assignor’s employment by the Company; (vi) there is no action, investigation, or proceeding pending or threatened, or any basis for any of the foregoing known to the Assignor, involving the Assignor’s prior employment, the Assignor’s prior work for third parties as an independent contractor, or the Assignor’s use of any information or Arts of any former employer or third party; and (c) the performance of the Assignor’s duties under this Agreement and the Assignor’s duties with the Company will not breach, or constitute a default under, any agreement to which the Assignor bound, including any agreement limiting the use or disclosure of proprietary information acquired prior to the Assignor’s employment with the Company.
  6. Governing Law. This Agreement and actions taken hereunder shall be governed by, and construed in accordance with the laws of the State of California applied without regard to conflict of law principles. This contract and any disputes thereto are made under the State of California.
  7. Miscellaneous. This Agreement, including the exhibits, schedules, and other documents and instruments referred to herein, embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. If any one or more provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by all parties hereto.
  8. No Injunctive Relief: The sole right of Cinematographer / Associate Producer as to any breach or alleged breach hereunder by Company shall be the recovery of money damages, if any, and the rights herein granted by Cinematographer / Associate Producer shall not terminate by reason of such breach. In no event may Company or Cinematographer / Associate Producer terminate this Agreement or obtain injunctive relief or other equitable relief with respect to any breach of Company's obligations hereunder.
  9. Agreement Of The Parties: This document [including Attachment 1, if any] shall constitute the agreement between the parties until modified or amended by a subsequent writing.

IN WITNESS WHEREOF, the undersigned has caused this Intellectual Property Contribution and Assignment Agreement to be executed.

Lidia Sabljic, a.k.a. “Lidia Ryan”, DBA “Lidia Sabljic”


Name: Lidia Sabljic
Title: Executive Producer

Accepted and Agreed:

ASSIGNOR



Gavin Stokes
Director of Photography