By clicking “I AGREE” below, you will enter into an agreement that grants Spycraft certain rights in any content you submit to us. One of these rights is a “First Look,” which means you are giving us an exclusive 90-day window to review your submission and consider whether to option your content. (After the window you will be free to shop your content to others.)
Other rights covered by this agreement include a “Last Look” and an “Option,” both of which are described in detail below. In exchange for the First/Last Look right, we will be making a donation in your name to the CIA Officers Memorial Foundation. In the event we exercise the right to option any of your content, you will receive a payment of $1,000 for each.
Please be sure that you read and understand the entire agreement below before clicking “I AGREE” as this action will create a legally binding agreement between us.
FIRST/LAST LOOK AGREEMENT
The Agreement (this “Agreement”) is made on and is effective as of the date you enter your name on our website (the “Agreement Date”) by and between you (“Artist”), and Smersh LLC, a Delaware company dba Spycraft Entertainment (“SPYCRAFT”) (each a “Party” and collectively, the “Parties”).
Whereas, SPYCRAFT shall pay One Hundred Dollars ($100) in Artist’s name to the CIA Officers Memorial Foundation on the Agreement Date (the “Guaranteed Fee”) in consideration for the First Look Period and Last Look Period (both defined in Section 2 below); and
Whereas, for thirty-six (36) consecutive months from the Agreement Date (this time period and any extension thereof shall be referred to as the “Holding Period”), SPYCRAFT may remit One Thousand Dollars ($1,000) (the “Option Fee”) for the exclusive option to acquire any and all motion picture, streaming, syndication, allied, incidental and ancillary rights in order to develop and produce original projects based on the Artist’s Submissions and exploit all rights acquired herein (the “Option”).
In consideration of the covenants and conditions set forth herein, and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:
1. Fee and Option: The Option covers the sole, exclusive, perpetual and worldwide motion picture and television and allied, ancillary, and incidental rights in the Artist’s Submissions and any and all screenplays or other adaptations thereof, including theatrical, television (whether filmed, taped or otherwise recorded, and including series rights), compact devices, podcasts and any other audio or visual rights, advertising rights (including synopsis publication rights), rights to include crowdsourcing and other financing sources in the creative process (including development of storyboards and story lines), all rights to exploit, distribute and exhibit any motion picture or other production produced hereunder in all media now known or hereafter devised, including via online platforms and syndication, and all rights to make any and all changes to and adaptations of the Artist’s Submissions with respect to the production pursuant to the rights granted in this Agreement. 100% of the Guaranteed Fee and Option Fee shall be recoupable from monies paid by third parties to this Agreement, if any, earned by Artist during the development of Artist’s Submissions pursuant to the terms herein. During the Holding Period, Artist shall not enter into any discussions, negotiations, contractual agreements or binding obligations with any third party regarding the development, production, promotion, advertising or exhibition of the Artist’s Submissions or any other film, television, webs series or other similar production without SPYCRAFT’s prior written approval except as noted in Section 2. If at the end of the Holding Period, SPYCRAFT is actively developing the Artist’s Submissions or is in discussions with a studio or third party developer regarding the Artist’s Submissions, the Holding Period shall be extended for six (6) months upon written notice to the Artist.
2. First and Last Look: During the Holding Period, Artist shall submit exclusively to SPYCRAFT in writing, on a first look basis, all material created, owned or controlled by Artist or otherwise available for sale to SPYCRAFT, and all entertainment projects, ideas or notions of Artist, which Artist desires to develop into an entertainment product regardless of the form of the material (collectively and individually, “Artist’s Submissions”) (the “First Look Period”). During the First Look Period, Artist shall not submit or cause to be submitted, directly or indirectly, any such material to any person, firm, corporation or entity other than SPYCRAFT for any purpose. SPYCRAFT shall have thirty (30) business days after receipt of the written version of each Artist’s Submission in which to accept or reject the same. Acceptance shall trigger the Option. If, upon expiration of the First Look Period, none of Artist’s Submissions have been approved, Artist shall be permitted to market and shop the Artist’s Submissions, though SPYCRAFT shall be permitted to match the terms of any entertainment project to develop the Artist’s Submissions in any form on any platform for a period of two (2) years immediately following the termination of the First Look Period (the “Last Look Period”). During the Last Look Period, SPYCRAFT shall have ninety (90) business days after receipt of each Artist’s Submission in which to accept or reject the same under identical terms offered by any third party partner or developer sourced or originated solely by Artist during the Last Look Period.
3. Artist Availability: In connection with the development and potential production of the Artist’s Submissions, Artist agrees to be available throughout the Holding Period as requested by SPYCRAFT and to work in good faith with SPYCRAFT and, if applicable, third party developers that commission the Artist’s Submissions, including without limitation, providing access to any locations to be featured in the Artist’s Submissions, attending pitch and/or development meetings for the Artist’s Submissions, participating and appearing in a presentation demo tape(s) for the Artist’s Submissions, and cooperating fully in all aspects of the development process, which shall be based on a mutually agreeable schedule between the Parties.
4. Long-form Agreement: If SPYCRAFT enters into an agreement during the Holding Period to develop, finance, produce or distribute an entertainment product of any type or form based on the Artist’s Submissions, Artist’s participation, including the terms of any backend, production bonuses, life lock, guaranteed fees, writing fees, SPYCRAFT fees, writing royalties, carved-out projects, credit, derivatives, perquisites, and similar terms for Artist’s participation in development of the Artist’s Submissions if any, shall be based on customary terms and conditions for agreements of the type warranted by the project developed based on the Artist’s Submissions, as they may be negotiated in good faith with fair dealing in the long-form agreement under terms subject to approval by all third party development partners in their sole, unquestionable discretion. SPYCRAFT shall facilitate the use and exploitation of the right to use, and license others to use, the name, likeness and biographical data of Artist solely in connection with the marketing, advertising, publicity and exploitation of the Artist’s Submissions. Notwithstanding the foregoing, Artist will not be represented as using, consuming or endorsing any commodity, product or service without Artist’s prior written consent. Artist shall have the right to furnish SPYCRAFT or its partners with true and complete biographical data and photographs which, if such materials are timely submitted, SPYCRAFT or its partners shall use reasonable efforts to use when referring to Artist in its publicity.
5. Confidentiality: During the Holding Period, Artist shall not disclose to any third party the details of the Artist’s Submissions or related projects, this Agreement terms, including but not limited to the first and last look terms herein. Artist agrees not to issue or authorize any advertising or publicity, grant any interviews, or make any public statements about Artist’s participation hereunder (including, without limitation, any online or print communications, blogs or social media platforms) without SPYCRAFT’S prior written consent.
6. Miscellaneous Terms: (a) Representations and Warranties: Artist represents and warrants that (i) all information Artist provides to SPYCRAFT is and will be valid, true and accurate; (ii) Artist has the right and authority to enter into this Agreement and that it is not necessary for any party to pay any fees to any collective bargaining organization in connection with his/her services hereunder and Artist is not a member of any entertainment guild, union or other similar association; (iii) Artist understands and agrees that the development of the Artist’s Submissions may advertise products or services; and (iv) if Artist is bound to certain confidentiality obligations in connection with any current or former employment, all statements made by Artist under this Agreement will comply with such obligations and related laws to ensure the safety of any individual, government, and the general public. (b) Indemnification and Release: Artist will indemnify and hold harmless SPYCRAFT and its affiliates, and each of their members, shareholders, officers, employees, successors, assigns and licensees from and against all costs, damages and claims arising from any breach or alleged breach by Artist of any representation, warranty or agreement made by Artist herein. Artist hereby agrees not to sue and irrevocably and unconditionally releases, waives and forever discharges SPYCRAFT, its past, present and future parents, subsidiaries (whether or not wholly-owned), affiliates, divisions, agents, shareholders, officers, representatives, employees, licensees, successors and assigns, jointly and individually (hereinafter collectively referred to as “Releasees”), from any and all manner of liabilities, claims and demands of any kind or nature, whatsoever, in law or equity, whether known or unknown, which Artist (or my assigns, heirs, agents and/or representatives) ever had, now has, or in the future may have against the Releasees, including, but not limited to, claims arising out of or related to the uses described herein. (c) Attorneys’ Fees: Artist further agrees that Artist shall be liable for any outside attorneys’ fees and costs incurred by SPYCRAFT and/or any Releasee in connection with any claim or lawsuit brought in violation of this Agreement. (d) Enjoinment: In no event shall Artist have the right to enjoin the development, production, advertising, promotion, distribution or exploitation of any programing or development based on the Artist’s Submissions. (e) Conflicts of Laws and Severability: Nothing in this Release shall be construed to require the commission of any act contrary to law, and wherever there is a conflict between any provision of this Agreement and any statute, law, ordinance, order or regulation contrary to which Artist have no legal right to contract, such statute, law, ordinance, order or regulation shall prevail; provided that in such event (i) the provision of this Agreement so affected shall be limited only to the extent necessary to permit the compliance with the minimum legal requirements; and (ii) all such other provisions shall remain in full force and effect. (f) Assignment: SPYCRAFT may freely transfer and assign this Agreement, or all or any of its rights or privileges hereunder to any entity or individual without and restriction or necessary permissions of any kind. This Agreement shall be binding on all of the Parties’ successors-in-interest and heirs. (g) Entire Agreement: This Agreement sets forth the entire agreement between the Parties with respect to the subject matter hereof and may not be altered or amended except in writing signed by the Parties. (h) Choice of Law: This Agreement shall be governed by the laws of the State of California and Artist hereby consents to the exclusive jurisdiction of both federal and state courts located in the County of Los Angeles, State of California. (i) Work-for-Hire: Artist’s services in connection with the development of the Artist’s Submissions shall be rendered on a “work-for-hire” basis. To the extent that the results and proceeds of Artist’s services may be deemed not to constitute a work-for-hire, Artist hereby irrevocably grants to SPYCRAFT all rights in and to such results and proceeds. (j) Notice: All checks and notices from SPYCRAFT to Artist shall be sent by mail to the address provided by Artist and all notices from Artist to SPYCRAFT shall be sent to Dave@Spycraftentertainment.com.
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