AGREEMENT BETWEEN PRODUCER AND DIRECTOR'S COMPANY TO DIRECT

PRODUCTION OF A STAGE PLAY OR MUSICAL ON PRE-WEST END RUN AND

WEST END PRODUCTION INCLUDING AN OPTION TO DIRECT OVERSEAS TOUR
AND OTHER PRODUCTIONS

THIS AGREEMENT is made the ...... day of ......... 20….

BETWEEN:

(1) (name of producer) of (address of producer) (‘the Producer’) and

(2) (director's company) whose registered office is at (address) (‘the Company’)

WHEREAS

(1) The Producer wishes to engage the Company for the services of (director's name) (‘the
Director’) to direct a [musical] play [provisionally] entitled (name of play or musical) which the
Producer intends but does not undertake to produce in the ……………..

(2) The Company is exclusively entitled to the benefit of the Director's services as director of
theatrical productions in all territories of the world and is entitled to make those services
available to others

(3) The Company has agreed to make the said services available to the Producer on the terms and
conditions set out below

IT IS AGREED as follows:

1 Definitions

In this Agreement the following terms shall have the following meanings:
‘the Author’ [(name of author of the play) or (if a musical) jointly the author of the book
(name) the composer of the music (name) and the author of the lyrics (name)]

‘Box Office Receipts’ the gross weekly sums received from the sale of tickets and
admissions in respect of performances of the Play after any deduction of library discounts
agency credit card and charge card commission and computerised box-office
commissions booking fees discounts in the nature of or similar to the Leicester Square
off-premises box-office theatre owners' proprietary seats entertainment tax value added
tax and other local taxes payable out of such receipts and performance levies payable to
the Society of London Theatre and the Theatrical Managers Association and
contributions to the Theatre Investment Fund ‘the certified production costs’ the total cost
of creating and presenting the Play and including but not limited to all security deposits
guarantees and bonds (until refunded) and all costs incurred and provided for in
connection with acquiring rights engaging personnel orchestrating acquiring and creating
sets properties and costumes hiring the theatre or theatres and rehearsal rooms and
rehearsing preproduction workshop and preparing funding promoting announcing
advertising and first presenting the Play as certified by the accountants for the production
of the Play concerned [‘losing week’ any week in which the Box Office Receipts do not
exceed weekly break even] ‘Optional Production’ any production falling within clause 5
‘the Play’ the [dramatic] [dramatico-musical] work provisionally entitled (name of play
or musical) written by the Author ‘the Production’ the first-class production of the Play
by the Producer as more particularly described in clause 4 ‘recoupment’ the point in the
accounts of a production when the aggregate of the Box Office Receipts first exceeds the
aggregate of the certified production costs and the running costs ‘running costs’ the
further and/or continuing costs of presenting a production whether of a recurring or non-
recurring nature (not falling within the certified production costs) including but not
limited to fees royalties salaries and wages rent heat lighting equipment set costume and
property hire management fee transfer tour replacement closing reinstatement legal
accountancy and publicity costs and reserve or reserves in an amount or amounts
considered prudent from time to time by the production accountants for future or
contingent running costs ‘weekly break-even’ that amount of Box Office Receipts as is
 equal to all costs of running the presentation of the Play as shown in the running accounts
of the Production

2 Company warranty

The Company warrants that it is exclusively entitled to make available the services of the
Director as a director of theatrical productions in all territories of the world

3 Engagement

The Producer hereby engages the Company which accepts the engagement to make
available the services of the Director to direct the Production on the terms in this
Agreement set out

4 Production

4.1 The Production shall be the production of the Play which the Producer intends (but does
not undertake) to present on tour between (date) and (date) for which rehearsals3 shall
commence on (date) to be followed by the official opening night on (date)

4.2 During the period commencing (date)4 and terminating on (date) the Producer shall be
entitled to the exclusive services of the Director5

4.3 The period of exclusive services shall be extended until the official opening night in the
West End of London if the Production transfers directly from the tour to the West End of
London

4.4 If the West End of London presentation of the Production shall not follow directly after
the tour the Producer shall be entitled to the non-exclusive services of the Director to
redirect the production in the West End of London subject to prior reasonable notice6
4.5 During the period commencing upon counter-signature of this Agreement and
terminating on (date)7 the Director shall not be required to render any services to the
Producer except such services as are set out in clause 6.1.6

5 Option to direct further productions

5.1 Subject to due performance by the Company and the Director of his or their
obligations in respect of the Production the Company shall have successive options to
provide the services of the Director to direct [the first] [each] first-class production of the
Play produced in the English language by or under licence from the Producer in all
territories of the world and in all languages including (but not by way of limitation) the
following territories8:

5.1.1 the United States of America

5.1.2 Canada

5.1.3 (other territory or territories if relevant)

5.2 In the event of an Optional Production:

5.2.1 the Producer shall give the Company not less than [60] days prior written notice of
each proposed Optional Production which notice shall specify the rehearsal
commencement date which date shall not be earlier than [100] days from the date of such
notice as sent to the Company the city in which rehearsals shall take place the city and
theatre in which performances of such Optional Production shall first be presented the
first preview performance date the official press opening performance date and any other
information pertaining to such Optional Production as shall be relevant and available or
as shall reasonably be requested by the Company
 5.2.2 within [10] days after receipt of such notice the Company shall notify the Producer
in writing whether or not it exercises its option to furnish the services of the Director to
direct such Optional Production and if the Company shall fail so to notify the Producer
the Producer shall be entitled to engage the services of another director for such Optional
Production

6 Duties and approvals of Director

6.1 In relation to each and every production to be directed by the Director under this
Agreement the Company shall procure that the Director shall render all services which
are customarily rendered by a director of a first-class stage production to the best of his
technical skill and ability including without limitation the following:

6.1.1 consulting with and advising the Producer and/or the Author as to the manner in
which the Play should be presented in relation to its directorial content

6.1.2 formulating all necessary or desirable stage directions for the cast and stage crew

6.1.3 assisting the Producer if and so far as required in the preparation of a proper
detailed and full schedule as to the direction of the Play and its impact on the budget
relating thereto

6.1.4 assisting in the casting of the Play and consulting with the designers as to the design
of the sets and costumes and selection of technical and other personnel material and
equipment

6.1.5 attending and directing the rehearsals for the Play in accordance with such
reasonable timetable and rehearsal schedule as the Producer may require (in consultation
with the Director) in the manner of a first-class director of stage productions and in
accordance with the script schedule and budget prepared by the Producer
 6.1.6 attending conferences and discussions with the Producer the Author the designers
choreographers and other members of the creative team involved prior to rehearsals

6.1.7 doing all other acts and things reasonably required by the Producer to ensure that
the direction of the Play shall be of the highest quality including contributing suggestions
as to the manner of presentation of the Play and cast replacements and (subject to the
Director's other commitments) monitoring performances of the Play from time to time to
such extent as is necessary or desirable in order to maintain the quality of the Play

6.2 After the official opening night of each production of the Play the Company shall furnish
the services of the Director subject to other professional commitments to render such
additional services in connection with the production of the Play as may be reasonably
necessary for periodic supervision of the performance of the Play so that the quality
thereof may be maintained and for such events as cast replacements. No additional
compensation shall be payable in respect of such additional services10

6.3 The Director shall have the reasonable right of approval (not to be unreasonably withheld
or delayed) of the following elements of the Production (and of any Optional Production
directed by the Director):

6.3.1 [the principal members of the cast

6.3.2 the lighting costume and scenic designers

6.3.3 the choreographer

6.3.4 the theatres]

6.4 The Company acknowledges that the Producer shall at all times have the right of final
decision in all matters both artistic and financial relating to the Production11
7 Billing credits

7.1 The Producer shall accord or procure that the Director is accorded billing credit in all
paid advertising and all publicity material for the Production (and for any Optional
Production directed by the Director) (with the exception of small classified advertising or
‘teaser ads’ and ‘ABC’ newspaper classified advertisements and advertisements in which
the name[s] of the Author [is or are] not mentioned) as follows:

‘Directed by (name of director)’

on a separate line immediately following the billing credits accorded to all other persons
in a size and type not less than [50%] of the size of that of the title of the play and no
smaller or less prominent than that accorded to the Author or any other member of the
creative team [except those of the star artists]12

7.2 For all Optional Productions that the Director does not direct the Director will receive a
credit in the form:

‘Original production directed by (name of director)’

The size of such credit shall be [100]% of the size as that afforded the alternate or
substitute director if the Production is being substantially reproduced otherwise it shall be
in such size (being not less than half of that afforded the alternate or substitute director)
as might be agreed

7.3 In respect of any productions of the Play other than those referred to above which the
Director does not direct the Producer shall use its reasonable endeavours to obtain a
credit for the Director in the form in clause 7.2 of up to [50]% of the size of that afforded
the alternate or substitute director13
7.4 No casual or inadvertent failure to accord the Director credit as aforesaid shall be a
breach of this Agreement. Where such omission is brought to the Producer's attention the
Producer shall endeavour to rectify such omission within a reasonable time of it being
brought to his attention but the Producer shall not be obliged to cause any publicity
material and advertisement to be reprinted before the next necessary occasion

7.5 The Producer shall have the right to use the name biography and approved likeness of the
Director in connection with the advertising promotion and publicity of the Production and
any Optional Production

8 Remuneration

8.1 The Producer shall pay or procure the payment of the following sums to the Company:

8.1.1 In respect of the Production:

8.1.1.1 a fee of £...... payable as to ...... (non-returnable in any event) on counter-signature

of this Agreement and as to the balance of £...... by equal weekly instalments throughout
the rehearsal period

8.1.1.2 until recoupment a royalty of ...% of the Box Office Receipts

8.1.1.3 after recoupment a royalty of ...% of Box Office Receipts [up to weekly break-
even and thereafter] ...% [save for any losing week in respect of which the royalty shall
be ...%]

8.1.2 in respect of each Optional Production directed by the Director:

8.1.2.1 a fee to be mutually agreed as soon as the date place and time of said production
is ascertained such fee to cover the period of rehearsals and previews15
 8.1.2.2 the royalties specified in clauses 8.1.1.2 and 8.1.1.3 above

8.2 With respect to each first-class production of the Play (whether an Optional Production or
not) which is not directed by the Director but which substantially incorporates the
Director's staging and direction the Producer shall pay the Company a royalty equal to
...% of that set out in clause 8.1.1.216

8.3 In the event that the Producer abandons the Production before the official opening night:

8.3.1 the Producer's obligations to make payment in respect of the Production shall be
limited to the payments due up to the date of abandonment pursuant to clause 8.1.1.1 and
the Producer shall have no further or other liability in respect of the Production or its
abandonment17

8.3.2 in the event that any Optional Production directed by the Director is abandoned
clause 8.3.1 shall apply mutatis mutandis

8.4 In the event of a losing week the following royalty pool provisions shall apply for such
week in respect of any production of the Play presented or by or under licence from the
Producer:

8.4.1 the Producer shall establish a fund (‘the Participants' Fund’) into which shall be
paid that amount of the Box Office Receipts for the losing week which exceeds the
running costs of the production for that losing week exclusive of royalty payments which
would otherwise be due to the Participants

8.4.2 the Producer shall pay or cause to be paid to the Author the due proportion of the
Participants’ Fund in lieu of the royalty provided in clause 8.1

8.4.3 in this clause ‘the due proportion’ shall mean that proportion that the Writer's
royalty pursuant to clauses 8.1.1 and 8.1.2 shall bear to the aggregate royalties payable to
 the Participants and applied to (40%) of the Participants' Fund prior to recoupment and to
(100%) of the Participants' Fund after recoupment

8.4.4 the Participants shall be the director the Author the set designer the Producer or the
producer concerned the general manager and any other person (other than actors and
theatres) who shall supply his or her services rights or facilities to the production
concerned and who is to be remunerated in whole or in part by a royalty

8.4.5 the Producer shall notify the Author on or before the implementation of the royalty
pool of the aggregate royalties of the Participants and the identity of the Participants and
there shall thereafter be no change to the royalty payable to any Participant or to the
aggregate royalty payable to Participants without the Writer's consent

8.4.6 in the event that the Producer (or the producer of the production concerned) shall
establish a royalty pool on a basis other than that set out in clause 8.4.2 the Author agrees
to participate in such royalty pool provided that the terms thereof shall have been agreed
to by all other Participants]

8.5 In the event that after recoupment in respect of any production of the Play by or through
the Producer in any territory the Producer shall incur additional production costs which
would fall to be included in the certified production costs then notwithstanding that
recoupment may have occurred the production shall be deemed not to have reached
recoupment until such additional production costs shall have been recouped

9 Expenses

In the event of the services of the Director being provided in this Agreement in
connection with any production of the Play outside a radius of 30 miles from Charing
Cross19 the Producer shall pay for [business] [first] class round trip air or [first]
[standard] class rail travel for the Director to such place outside the said area in which the
Director's services may be provided hereunder and from place to place outside such area
 in addition to which the Producer shall pay for the accommodation of the Director at a
[first] class hotel on a bed and breakfast basis plus a reasonable subsistence allowance20
for each day or part of a day during which he is required to be outside the said area
including travel days and by way of reimbursement such extra incidental expenditure as
the Director might incur at the specific request of the Producer in connection with the
Production

10 House seats

10.1 The Producer shall procure that there are available to the Director free of charge for the
personal use of the Director and his guest [one pair] of best stalls seats for the official
opening night of the pre-West End tour and for the official opening night performance of
the Production in the West End of London and for the official opening night performance
of any Optional Production directed by the Director

10.2 For each performance of the Production and Optional Production directed by the
Director (provided the Director is or notifies the Producer of his intention to be physically
in the country in which such performance is to take place at the time thereof) [one pair]
of house seats in the centre section of the stalls shall be made available for purchase21 by
the Producer at regular box-office prices until up to 6pm on the day preceding any
evening performance and until up to midday of the day preceding any matinee
performance and the Director shall keep such house seat records as may be necessary to
comply with any local regulations relating thereto

11 Ownership of director's contributions

11.1 All rights in and to the direction conceived by the Director in the course of the rendition
of his services hereunder shall become upon their creation and will remain the sole and
exclusive property of the Producer subject to clause 11.222
11.2 The Producer shall not record film televise or otherwise reproduce or transmit complete
or partial performances of the Production or of any Optional Production directed by the
Director or authorise or permit others to do the same, without first obtaining the
Company's written consent and negotiating in good faith with the Company for
compensation to be paid therefor PROVIDED ALWAYS that the Producer shall have the
absolute and irrevocable right to produce television and radio commercials for use only in
promoting the Production of the Play with no compensation required to be paid to the
Company therefor

11.3 The Producer shall also have the absolute and irrevocable right to authorise the filming
videotaping broadcasting and/or sound recording of portions of the Production or
Optional Production not to exceed [15] minutes in duration for purposes only of
publicising and promoting the Production or Optional Production on news magazine
format and interview-type shows including use on The Laurence Olivier Awards and
similar presentations and no compensation shall be payable to the Company therefor
provided that the Producer receives no compensation or profit therefor except for
reimbursement of actual out-of-pocket expenses]

12 Remittance of payments

12.1 Royalty payments shall be remitted to the [Company or the Director's agent (name and
address of agent)] within [10] business days after the Saturday of the week in which
performances of the Play shall have been given under this Agreement in the United
Kingdom and not later than one month after performances of the Play shall have been
given under this Agreement outside the United Kingdom

12.2 The obligation of the Producer to make any payments under this Agreement shall be
subject to applicable currency exchange control taxation and other laws and regulations
and to any delays and withholdings23 caused thereby and if payment cannot be made in
the manner aforesaid payments due to the Company hereunder shall to the extent
permitted by applicable law be deposited in the Company's name in an interest earning
 deposit account with a bank to be nominated by the Company and notice thereof as well
as any supporting documentation shall be sent to the Company

13 Statements

All royalty payments to the Company under this Agreement shall be accompanied by a
box-office statement in customary form setting forth the Box Office Receipts for each
performance given during the applicable week

14 Accounts

For the purpose of calculating the royalties payable to the Company under this
Agreement the Company shall accept the certified production accounts prepared and
certified in relation to each separately financed production by the production accountant
appointed by the Producer and the Company may at its own expense and upon reasonable
notice at reasonable intervals inspect and take copies of the Producer's accounts and the
accounts of any licensee of the Producer relating to the production insofar as may be
requisite for the purpose of verifying the Company's entitlement hereunder

15 Assignment

The Producer shall be entitled to assign this Agreement to a third party provided such
third party assumes the Producer's obligations hereunder in writing24

16 Local tax laws

For the avoidance of doubt the Company declares and acknowledges that the Producer
will comply with all statutory and fiscal regulations of the relevant local law applicable to
the relevant territory concerned in relation to both English and foreign productions of the
Play including the retention of any withholding or other tax distribution from sums which
would otherwise be payable to the Company hereunder
17 Notices

17.1 Any notice or other document required to be given under this Agreement or any
communication between the parties with respect to any of the provisions of this
Agreement shall be in writing in English and be deemed duly given if signed by or on
behalf of a duly authorised officer of the party giving the notice and if left at or sent by
pre-paid registered or recorded delivery post or by telex telegram cable facsimile
transmission or other means of telecommunication in permanent written form to the
address of the party receiving such notice as set out at the head of the Agreement or as
notified between the parties for the purpose of this clause.

17.2 Any such notice or other communication shall be deemed to be given to and received by
the addressee:

17.2.1 at the time the same is left at the address of or handed to a representative of the
party to be served

17.2.2 by post on the day not being a Sunday or public holiday 2 days following the date
of posting

17.2.3 in the case of a telex telegram cable facsimile transmission or other means of
telecommunication on the next following day

17.3 In proving the giving of a notice it should be sufficient to prove that the notice was left or
that the envelope containing the notice was properly addressed and posted or that the
applicable means of telecommunication was addressed and despatched and despatch of
the transmission was confirmed and/or acknowledged as the case may be
17.4 A courtesy copy of any notice addressed to the Producer shall be sent to (producer's
solicitor) and a courtesy copy of any notice addressed to the Author shall be sent to the
Author’s agent

18 Arbitration

18.1 Save where there is not in fact any dispute between the parties with regard to the matter
at issue (in which case the courts shall have jurisdiction) all disputes or differences
whatsoever which shall at any time hereafter (whether during the continuance in effect of
this Agreement or upon or after its discharge or determination) arise between the parties
hereto touching or concerning this Agreement or its construction or effect as to the rights
duties and liabilities of the parties hereto or any of them under or by virtue of this
Agreement or otherwise or as to any other matter in any way connected with or arising
out of or in relation to the subject matter of this Agreement shall be referred to arbitration
in accordance with and subject to the provisions of the Arbitration Act 1996 or any
statutory modification or re-enactment thereof for the time being in force

18.2 Upon every or any such reference the arbitrator shall have power to take the opinion of
such counsel as he may think fit upon any question of law that may arise and at his
discretion to adopt any opinion so taken and to obtain the assistance of such accountant
producer theatre owner or other expert as he may think fit and to act upon any statement
of accounts or expert assistance thus obtained and each of the parties shall do all acts and
things and execute all deeds instruments necessary to give effect to the award to be made
to this arbitration

19 Termination

The termination of this Agreement howsoever caused shall not affect any accrued rights
or remedies of any of the parties hereto

20 VAT
 All sums payable in this Agreement are expressed exclusive of VAT which shall be
payable additionally on submission of a proper VAT invoice

21 Headings

The headings are used for convenience only and shall not affect the construction of this
Agreement

22 No partnership

This Agreement shall not be deemed to constitute a partnership or joint venture or

contract of employment between the parties

23 Headings

The headings are used for convenience only and shall not affect the construction of this
Agreement

24 Governing law and jurisdiction

This Agreement shall be governed by and construed in accordance with the law of
England and Wales the courts of which shall be courts of competent jurisdiction

AS WITNESS etc