ANÁLISIS DE LAS 5 FUERZAS DE PORTER

the otherwise huge costs and delays of a court case. However, the costs of

an arbitration would deter frivolous claims or actions on either side. You

would probably want more details on how the arbitration worked including

time lines.

8.3 Producer shall make commercially reasonable efforts to inform third parties of the credit specified in this Section, but no inadvertent failure or the failure of any party other than Producer to provide the credit specified in Section 8.1 or 8.2 will constitute a breach of this Agreement. Upon receipt of written notice of any such failure, Producer will make commercially reasonable efforts to correct such failures on a prospective basis.

9.0 - NOTICE

9.1 Any demand, notice or other communication (a “Communication”) required or permitted to be given in connection with this Agreement will be given in writing and may be given by personal delivery, by registered mail or by facsimile, to the address noted on the first page of this Agreement, or such other address as may be

47 9.2 Any Communication given by personal delivery will be conclusively deemed to

have been given on the day of its delivery provided it is received during regular business hours on a business day or otherwise on the next business day and, if given by registered mail, on the fifth day following in its deposit in the mail and, if given by facsimile, on the day of its transmittal provided it is received during regular business hours on a business day or otherwise on the next business day.

10.0 GENERAL

10.1 There will be no reversion of any rights in and to the Screenplay unless specifically agreed in writing between the parties.

Under the WGC IPA, unless you provide otherwise in the agreement, if the project has not been produced within seven years from the signing of the contract, the rights automatically revert to the writer. Similarly, whether you provide otherwise or not, if the producer goes bankrupt prior to production, the rights are said to revert automatically to the writer. This latter provision may not stand up in

bankruptcy court against other creditors. Considering the length of development on some projects, seven years is not that long. Even if you are not under the IPA, it is a safety precaution to provide the rights do not revert.

10.2 This Agreement is confidential between the parties and may be shown only to the parties’ respective legal and financial advisors and to financiers of the Film. Writer shall not circulate, publish or otherwise disseminate, by any means whatsoever, the Screenplay or any information, photographs or news stories or other publicity regarding the Screenplay, Film, Other Productions or Creative Product, or Producer or its related companies, without first obtaining written consent from Producer.

10.3 Producer will have the right to assign this Agreement in its entirety or all or any part of its rights hereunder to any person, firm or corporation, provided that such entity assumes all of Producer’s obligations under this Agreement. Writer shall not at any time assign this Agreement or any rights, obligations or liabilities under this Agreement without the express prior written consent of Producer.

10.4 This Agreement constitutes the entire agreement between the parties,

supersedes all previous agreements, deal memos and negotiations between the parties and their representatives, and may not be modified except by written agreement of all the parties.

10.5 This Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

10.6 Writer shall perform any act and execute and deliver any document required by Producer in its sole discretion to carry out the terms of this Agreement in accordance with its true intent and meaning within ten (10) days of written request by Producer, failing which Writer hereby appoints any officer or director of Producer to be Writer’s attorney-in-fact with full power of substitution to execute such documents or take such actions on Writer’s behalf. Such appointment will be irrevocable and will be deemed a power coupled with an interest.

10.7 The sole remedy of Writer for any breach or alleged breach of this Agreement by Producer will be limited to the right, if any, to the recovery of money damages, and Writer will have no right by reason of any such breach or alleged breach to rescind this Agreement or to any equitable or injunctive relief and shall not seek

48 such relief, and the rights and waivers granted by Writer under this Agreement will not terminate by reason of such breach. All remedies of Producer will be cumulative and the pursuit of one remedy will not be deemed a waiver of any other remedy.

10.8 The failure at any time to require performance of any provision of this Agreement will not affect the full right to require such performance at any later time. The waiver of a breach of any provision will not constitute a waiver of the provision or of any succeeding breach of the provision.

10.9 Nothing contained in this Agreement will in any way obligate Producer to produce, exhibit, advertise, sell, distribute or otherwise exploit any of the Screenplay, Film or Other Product.

10.10 Should any provision of this Agreement be held to be invalid, the remainder of this Agreement will be effective as though such invalid provision had not been contained in this Agreement.

10.11 This Agreement will be governed by the laws of Ontario and the applicable laws of Canada and the parties irrevocably attorn to the jurisdiction of the courts of Province.

The parties have executed this Agreement.