Tuesday, July, 7, 2009

I'll Show You Mine Before I Show Anybody Else: Exclusive First Look Agreement Form

Toolbox had never heard of a "first look agreement" until it picked up a sample of today's second download, Exclusive First Look Agreement, submitted for your perusal by Kenneth M. Kaufman (Manatt, Phelps & Phillips, LLP) and Thomas A. Magnani (Howard Rice Nemerovski Canady Falk & Rabkin). If Toolbox understands correctly, these are licensing agreements that obligate one party to give another party first dibs (or look, or right of first refusal) at a creative project, usually film or television, with the creative party receiving some sort of consideration for its sacrifice. Hey, Toolbox got that right out of the first paragraph of the download. 

The download is an actual, working exclusive first look agreement (with confidential information removed), so it gives you a good idea of how to draft one of these things in the real world. Toolbox doesn't have to tell you all the clauses you'll find here. But as usual when providing forms, Toolbox has scoured the document to find a favorite clause.

    Exclusive First Look Obligation. During the Output Term (as defined herein), SMG shall submit to BAM, on an exclusive "first-look" basis, all Projects (as defined herein) for BAM's consideration for potential acquisition by BAM of the right to exploit the Granted Rights (as defined in Paragraph 2 hereof) in perpetuity throughout the universe, in accordance with the terms and conditions hereof. Each submission of a Project shall be made by SMG in accordance with the requirements and procedures set forth below. *** "Project" shall mean a concept, story or other literary work or an original first class theatrical motion picture, made for television movie ("MOW") or television series ("Series") (i) to be produced by or acquired for theatrical or television release by SMG, Richard Lewis (hereafter referred to as "Lewis").

Toolbox is pretty sure he saw Richard Lewis waxing on signing away his right to be exploited. Funny stuff.


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