Payment of any investment shall be subject to the below deal terms from Pitstop Films Ltd “Company” of 10 Lindisfarne Road, Shipley BD18 4RD to yourself, the investors for the production of The Ceremony “Film”, upon receipt of an executed agreement. Full deal terms will be sent to investors with specified amounts and investor details included.

 

Legal details of the investor will be required in order for deal terms to be binding, however investors wishing to remain anonymous will be able to do so in all presentations of the film, its publicity materials and communications.

 

  1. Financing

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Investors shall invest the given sum “Investment” towards the cost of production of the Film in accordance with cashflow schedule for the Film to be mutually agreed. The investment shall be paid separately into a designated UK production account in accordance Company shall only use the amounts in the UK production account to meet the costs of production, delivery and exploitation of the Film.

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  2. Film Specification

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The Film shall be directed by Jack King, shall have a running time of not more than 130 minutes (inclusive of main and end titles); and shall be capable of exploitation throughout the world in any and all media now or hereafter existing in perpetuity.

 

  3. Production and Delivery of the Film

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Company shall produce and deliver the Film in accordance with customary first-class productions and exhibition requirements and artistic and technical standards. The Film’s budget shall include the cost of creating and delivering all items reasonable necessary for the distribution and exploitation of the film.

 

  4. Recoupment of Investment/Net Profits

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Investor shall be entitled to recoup the Investment pro rata and pari passu with any other equity investments in the Film and shall be entitled to pro rata share of financier’s net profits with any other equity investors, in each case in accordance with the mutually agreed recoupment schedule for the Film. Investor acknowledges that recoupment of the Investment and payment of any profit participation are both dependent on receipts from the Film, and Company cannot guarantee that the receipts from the Film will be sufficient to repay the investment and/or to pay any share of net profits from the film.

 

  5. Warranties

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Each party shall indemnify and hold harmless the other (including, to the extent applicable, its parent, subsidiary and affiliated entities and their officers, directors, shareholders, employees and agents) from any and all demands, actions, claims, or proceedings and from any and all damages, liabilities, costs, losses and expenses (including reasonable outside attorneys’ fees and expenses) relating to or arising out of any violation of any of the warranties, representations or agreements made by such party hereunder.

 

  6. Indemnity

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Each party shall indemnify and hold harmless the other (including, to the extent applicable, its parent, subsidiary and affiliated entities and their officers, directors, shareholders, employees and agents) from any and all demands, actions, claims, or proceedings and from any and all damages, liabilities, costs, losses and expenses (including reasonable outside attorneys’ fees and expenses) relating to or arising out of any violation of any of the warranties, representations or agreements made by such party hereunder.​​

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  7. Miscellaneous

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7.1 Agreements relating to the Investment are non-assignable by either party except as to the right to receive payment of any revenue share due to them in respect of the Film.

 

7.2 Except as otherwise expressly provided, a person is not a party hereto has no right under the Contracts (Rights of Third Parties) Act 1998 to rely upon or enforce and terms of this agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

 

7.3 This agreements may be signed in two or more counterparts, each of which will be deemed an original and which together shall constitute one and the same agreement. Executed copies of the signature pages of this agreement sent by facsimile or transmitted electronically in either Tagged Image Format Files (TIFF) or Portable Document Format (PDF) shall be treated as originals, fully binding and with full legal force and effect, and the parties waive any rights they may have to object to such treatment, provided that this treatment shall be without prejudice to the obligation of the parties to exchange original signatures as quickly as practicable after the execution of the agreement.

 

7.4 The agreement constitutes the entire agreement between the parties in connection with the subject matter hereof and supersedes and replaces all previous agreements whether oral or in writing.

 

7.5 The validity, construction and performance of this agreement (and any claim, dispute or matter arising under or in connections with it or its enforceability) shall be governed by and construes in accordance with the laws of England. Each Party irrevocable submits to the exclusive jurisdiction of the English courts over any claim, dispute or matter arising under or in connection with the agreement or it’s enforceability.

 

Investor hereby acknowledges that Investor has been advised by Company to seek specialist independent legal advice on the terms of the agreements.

 

This agreement will be made binding upon signature from Company and Investor, to be sent at Investors earliest convenience.