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(a) Approvals and Controls: Director shall use best efforts to direct the Picture within

the budget, on schedule and as instructed by Producer in all matters, including


those matters involving artistic taste and judgment. Without limiting the
generality of the foregoing and subject to Producer's right of final decision, unless
Director is unavailable when Producer requires, Producer and Director shall
mutually approve the following elements of the Picture: director of photography,
production designer or art director, film editor, first assistant director, and
principal cast members. No casual or inadvertent failure by Producer to obtain
Director's approval shall be a breach of this Agreement. Director shall not make
or authorize any material changes in the final shooting script, shooting schedule
or budget without Producer's specific written approval in each case. Without
limiting the generality of the foregoing, Producer shall have the right to review all
script changes, artwork, dailies, sound recordings and other materials created in
connection with the Picture at such times and places as Producer determines.
Director shall not have the right to make or authorize any commitment for
services, rights, facilities, equipment or materials, and shall not license, record or
use any music for the Picture, without Producer's written approval in each case
and all such services, rights, facilities, equipment, materials and music shall be
contracted for by Producer in Producer's name. Director shall fully comply with
all of Producer’s legal clearance procedures with respect to the content of the
Picture including, but not limited to, clearance of scripts, props, set dressing and
other visual elements. All proposed agreements for placement of products in the
Picture shall be referred to Producer. The Picture shall be produced at
Producer's studios utilizing Producer's production equipment and services or at
such other studios and locations as shall be approved by Producer in writing. All
post-production work for the Picture shall be performed at Producer's studios or
post-production facilities utilizing Producer's post-production equipment and
services (including by way of example, but not limited to, editorial rooms, video
operations and rerecording stages).

(b) Fixed Compensation: If Producer employs the production services of Director as


director for the Picture, $________ total payable:

(i) 20% thereof in equal weekly installments over the weeks preceding the Start
Date of Principal Photography.

(ii) 60% thereof in approximately equal weekly installments over the scheduled
period of principal photography.

(iii) 10% thereof on delivery of Director's first cut of the Picture.

(iv) 10% thereof on delivery of the answer print of the completed Picture, provided
Director shall have completed all production services required by Producer.

(c) Alteration Rights: Director hereby grants Producer the right to change, add to,
take from, translate, reformat or reprocess the Material in any manner Producer
may in its sole discretion determine. To the fullest extent allowable under any
applicable law, Director hereby irrevocably waives or assigns to Producer
Director's so-called "moral rights" or "droit moral". Director expressly
acknowledges that many parties will contribute to the Picture and other works
that will embody all or part of the Material. Accordingly, if under any applicable
law the above waiver or assignment by Director of "moral rights" or "droit moral"
is not effective, then Director agrees to exercise such rights in a manner which
recognizes the contribution of and will not have a material adverse effect upon
such other parties.

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