[{"data":1,"prerenderedAt":519},["ShallowReactive",2],{"document-asset-sale-and-purchase-agreement-film-television-D860":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":34,"customDescModule":172,"customdescription":6,"mdFm":173,"mdProseHtml":518},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"ASSET SALE AND PURCHASE AGREEMENT This Asset Sale and Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY] (the \"Buyer\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business [CHOOSE ALL THAT APPLY]: (i) of producing film and television products, (ii) of creating and maintaining websites (through its on-line division), (iii) of furnishing computer graphics and special effects services (through its computer graphics division), (iv) of creating of design and \"branding\" strategy (through its design division); and (v) of creating of digital effects and production tools for the motion picture industry (through its labs and digital studio division) (the businesses referred to in paragraphs (i) through (v) herein are collectively referred to as the \"Businesses\"); AND WHEREAS the Buyer desires to purchase and the Seller desires to sell certain of the assets of the Seller pertaining to the Businesses mentioned above, the whole subject to the terms and conditions hereinafter set forth; NOW THEREFORE, in consideration of the premises and mutual agreements herein contained, and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party) the parties hereto agree as follows: 1. INTERPRETATION 1.1 Definitions In this Agreement, unless something in the subject matter or context is inconsistent therewith: 1.1.1 \"Agreement\" means this agreement and all amendments made hereto by written agreement between the Seller and the Buyer; 1.1.2 \"Assets\" means the assets referred to or described in Section 2.1 and includes the tangible assets set forth in Schedule A (the \"Tangible Assets\") and the intellectual property rights set forth in Schedule B; 1.1.3 \"Benefit Plans\" has the meaning ascribed thereto in Section 3.8; 1.1.4 \"Business Day\" means a day other than a Saturday, Sunday or statutory holiday in the [State/Province] of [STATE/PROVINCE]; 1.1.5 \"Businesses\" means the businesses carried on by the Seller as set forth in the preamble hereto. 1.1.6 \"Claims\" means any loss, liability, cost, fine or expense of any kind other than indirect, consequential or incidental losses or damages such as losses of profits or of business opportunities, including the reasonable cost of legal representation in respect thereof and any interest or penalty in connection therewith; 1.1.7 \"Closing Date\" means the date of closing of the rights offering of Communications as described in the prospectus dated [DATE] or such other date as may be agreed to in writing between the Seller and the Buyers; 1.1.8 \"Concepts\" means the concept for motion pictures owned by the Seller; 1.1.9 \"Confidential Information\" means confidential, secret or proprietary information related to the Businesses, whether recorded or not, howsoever received or generated by the Seller from, through or relating to the Businesses and in whatever form (whether oral, written, machine readable or otherwise), which pertains to the Businesses and includes, by way of illustration but not limitation: (i) documentation of the Businesses, (ii) financial and marketing information of the Businesses, and (iii) employee, customer and supplier lists, provided, however, that the phrase \"Confidential Information\" shall not include information which: (i) is in the public domain, without any fault or violation of this Agreement on the part of the Seller; (ii) is generally disclosed by the Buyer at the date hereof without any restrictions to third parties; (iii) after disclosure, is lawfully received by the Seller from another Person who is lawfully in possession of such Confidential Information and such other Person was not restricted from disclosing the said Information to the Seller; or (iv) the Seller is legally compelled to divulge by order of a governmental body or a court of competent jurisdiction. 1.1.10 \"Contracts\" means those contracts, agreements, and other obligations of the Seller being assumed by the Buyer as set forth in Schedule C; 1.1.11 \"Effective Date\" means [DATE]; 1.1.12 \"Employees\" means the employees employed by the Seller in the Businesses as listed in Schedule E, and who shall be employed by the Buyer as at the Effective Date. 1.1.13 \"Encumbrance\" means any encumbrance of any kind whatever and includes a security interest, mortgage, lien, pledge, hypothecation, assignment, charge, trust or deemed trust (whether contractual, statutory or otherwise arising), any easement, agreement, right of way (registered or unregistered), restriction, encroachment or any other right or claim of others of any kind whatever affecting the Assets and any restrictive covenant or other agreement, restriction or limitation (registered or unregistered) on the use of the Assets. 1.1.14 \"Governmental Agency\" means any domestic or foreign government whether federal, state/provincial, regional or municipal and any governmental agency, governmental authority, governmental tribunal or governmental commission of any kind whatever. 1.1.15 \"Intellectual Property Rights\" means those intellectual property rights set forth in Schedule B; 1.1.16 \"Liabilities\" means all costs, expenses, charges, debts, liabilities, claims, demands and obligations, whether primary or secondary, direct or indirect, fixed, contingent, absolute or otherwise, under or in respect of any contract being assumed by the Buyer pursuant to this Agreement, as well as all applicable taxes. 1.1.17 \"Ordinary course\" or \"normal course\", when used in relation to the conduct by the Seller of the Businesses, means any transaction which constitutes an ordinary day-to-day business activity of the Seller conducted in a commercially reasonable and businesslike manner consistent with the past practices of the Seller. 1.1.18 \"Tangible Assets\" means those Assets as are set forth in Schedule A hereto. 1.1.49 \"Technologies\" means the \"resizing algorithm\" and the \"particle system\" being developed by the Seller and which will be transferred to the Buyer as set forth in Schedule B. 1.1.20 \"Time of Closing\" means [HOUR] ([STATE/PROVINCE] time) on the Closing Date, or such other time on that date as may be agreed in writing between the Seller and the Buyer. 1.1.21 \"Trade-Marks\" means all the trademarks and corporate indicia owned or used, or which were used at any time, by the Seller and are related to the Businesses, including all applications for same, as disclosed on Schedule B. 1.2 Knowledge For purposes of this Agreement, the expression \"to the best of the knowledge of the Seller\" shall refer to the best of the knowledge of any one or more of the following persons: [INDIVIDUAL NAME], [INDIVIDUAL NAME] and [INDIVIDUAL NAME] with respect to matters within their respective areas of responsibility in the Seller. 1.3 Preamble The preamble here above forms an integral part of this Agreement. 1.4 Headings The headings of the Articles and sections of this Agreement are for convenience of reference only and shall not affect the construction or interpretation hereof. 1.5 Gender and Number Where the context so requires, words importing the singular include the plural and vice versa and words importing gender include all genders. 1.6 Applicable Law This Agreement shall be governed by and construed in accordance with the [YOUR COUNTRY LAW] applicable in the Province of [STATE/PROVINCE]. 1.7 Counterparts This Agreement may be executed in two or more counterparts, all of which taken together shall constitute one instrument. 1.8 Invalidity of Provisions",null,"Asset Sale and Purchase Agreement Film & Television","21",103,"doc","https://templates.business-in-a-box.com/imgs/1000px/asset-sale-and-purchase-agreement_film-&-television-D860.png","https://templates.business-in-a-box.com/imgs/250px/860.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#860.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":17,"url":18},"asset sale purchase agreement film television","Asset Sale and Purchase Agreement Film & Television 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organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. 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Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[110],{"label":111,"url":112},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":116,"descriptionCustom":6,"label":117,"pages":118,"size":119,"extension":10,"preview":120,"thumb":121,"svgFrame":122,"seoMetadata":123,"parents":124,"keywords":129,"url":130},"INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT This Intellectual Property Assignment Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Assignor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Assignee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Shareholder\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] PREAMBLE WHEREAS [YOUR COMPANY NAME] owns all rights in a patent registered with the [COUNTRY] Patent Office under file number [NUMBER], serial number [NUMBER], entitled [SPECIFY] (the \"Patent\"); WHEREAS [YOUR COMPANY NAME] wishes to assign all rights and title in and to the Patent [COMPANY NAME]; WHEREAS the parties wish to enter into this Agreement on the terms and conditions more particularly provided herein. NOW, THEREFORE, in consideration of the above premises and agreements herein contained, the preamble forming an integral part hereof, the parties agree as follows: DEFINITIONS In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings: \"Affiliates\" means, with respect to a Party to this Agreement, any person which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Party. The term \"control\" means possession, direct or indirect, of the powers to direct or cause the direction of the management or policies of a person, whether through ownership of equity participation, voting securities, or beneficial interests, by contract, by agreement or otherwise. \"Agreement\" shall mean this document, the annexed schedules, which are incorporated herein, together with any future written and executed amendments agreed to by the parties. \"Assigned Rights\" shall mean all rights and title in the Patent and all Intellectual Property Rights in the technology described in the Patent, in all countries. \"Improvements\" means innovations, inventions, ideas, designs, concepts, discoveries, techniques, works, processes, formulas, new derived material and modifications related to the Patent, whether or not patentable, copyrightable, or otherwise protectable as trade secrets or under any other intellectual property, conceived, brought to practice or developed by either Party after the date of this Agreement. \"Intellectual Property Rights\" includes all patents, trade marks, service marks, registered designs, integrated circuits topographies, including applications for any of the foregoing, and includes all copyrights, design rights, know-how, confidential information, trade secrets and any other similar rights in [COUNTRY] and in any other countries. \"Patent\" shall mean the patent described in recitals hereof and its counterpart applications in any country, now or thereafter owned by [YOUR COMPANY NAME] or to which [YOUR COMPANY NAME] otherwise acquires rights, including any patent application, divisional, continuation, provisional, reissue, re-examination, extension certificate, registration, renewal, confirmation and national phase entry application related to such Patent. ASSIGNMENT OF PATENT Subject to the terms and conditions contained in this Agreement, [YOUR COMPANY NAME] hereby irrevocably assigns to [COMPANY NAME] all rights and title and any other rights to the Patent as well as all Intellectual Property Rights in the technology described in the Patent, in all countries. The parties hereby recognize that any and all Intellectual Property Rights in any Improvements shall be held by [COMPANY NAME]. The parties hereby recognize that no Intellectual Property Rights are assigned, licensed or otherwise granted under this Agreement, save and except as explicitly stated in this Section 2. COMPENSATION In consideration of the Assigned Rights, [COMPANY NAME] agrees to pay [YOUR COMPANY NAME] the sum of [AMOUNT] (the \"Purchase Price\") payable upon the execution of this Agreement by all of the parties hereto. REPRESENTATIONS AND WARRANTIES The Guarantors represent and warrant on a joint and several basis to [COMPANY NAME] that: the Patent and [COMPANY NAME]'s use of the Patent does not, to the best knowledge of the Guarantors, infringe upon any patent, or any trademark, copyright, trade secret or other Intellectual Property Rights or proprietary right of any third party, and that there is currently no actual or threatened suit against [YOUR COMPANY NAME] by any third party based on an alleged violation of such right, and the Guarantors do not know of any basis for any such action; there are no outstanding assignments, grants, licenses, liens, encumbrances, obligations or agreements (whether written, oral or implied) regarding the Patent; [YOUR COMPANY NAME] has all rights, power and authority required in order to grant the Assigned Rights free and clear of all encumbrances or legal restrictions, in accordance with this Agreement; [YOUR COMPANY NAME] has good and marketable title to the Patent; there is no requirement for [YOUR COMPANY NAME] to obtain any other authorization, consent or approval from any third party as a condition to the enforceability of any provision of this Agreement or the lawful conclusion of the transactions contemplated by this Agreement; Notwithstanding any investigation conducted prior to the execution of this Agreement, and notwithstanding implied knowledge or notice of any fact or circumstance which [COMPANY NAME] may have as a result of such investigation or otherwise, [COMPANY NAME] shall be entitled to rely upon the representations and warranties set forth herein and the obligations of [YOUR COMPANY NAME] hereto with respect to such representations and warranties shall survive the termination of this Agreement for any reason. The Guarantors, on a joint and several basis, shall indemnify and hold [COMPANY NAME] harmless from all losses, liabilities, damages and expenses, including reasonable attorneys' fees and costs (collectively, \"Liabilities\"), that [COMPANY NAME] may suffer to the extent resulting from any claims, demands, actions or other proceedings made or instituted by any third party against [COMPANY NAME] and arising out of the use of the Patent, or related to the breach of any obligation or any representation and warranty under this Agreement, except for Liabilities arising out of the gross negligence or willful misconduct of [COMPANY NAME]. TERM AND TERMINATION This Agreement shall take effect upon the execution hereof by both parties hereto, and, unless sooner terminated as per paragraph 5.2 below, shall remain in effect until the expiration of the Patent. Upon any material breach or default under this Agreement by either Party, the other Party may give notice of such breach or default and, unless the same shall be cured within [NUMBER] days after delivery of such notice, then, without limitation of any other remedy available hereunder, such Party may terminate this Agreement immediately upon delivery of a notice of termination to the other Party at any time thereafter. The termination of this Agreement by either of the Parties shall be subject to all other rights and remedies available to the Parties hereunder or otherwise. 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WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement","https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":138,"description":6},"service agreement",[140,141],{"label":17,"url":95},{"label":17,"url":95},"/template/service-agreement-D12711",{"description":144,"descriptionCustom":6,"label":145,"pages":86,"size":87,"extension":10,"preview":146,"thumb":147,"svgFrame":148,"seoMetadata":149,"parents":151,"keywords":154,"url":155},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT-ACQUISITION OF BUSINESS Dear [CONTACT NAME]: This letter (\"Letter of Intent\") sets forth the basic preliminary terms between the Buyer or his nominee and yourselves regarding the purchase of the [SPECIFY] business (the \"Business\") carried on by yourselves. Except as specifically set forth herein, this Letter of Intent shall not constitute an agreement between the parties and no agreement shall be deemed to exist until execution of a definitive purchase agreement. It is proposed that Buyer will acquire certain assets of the Business which Buyer believes to be necessary to the future of the Business, including the warehouse in [CITY/STATE] in which [COMPANY NAME] the Company has invested [AMOUNT] in cash and which has been financed by a mortgage loan of approximately [AMOUNT] granted by the [SPECIFY COMPANY] [CITY/STATE]. Buyer understands that the said warehouse has no other charges or liabilities affecting it other than the said mortgage loan. Buyer may either purchase the warehouse outright or enter into a lease-purchase or instalment transfer of ownership which is satisfactory to both parties. The gross purchase price for the said warehouse will be [AMOUNT]. Buyer may purchase or lease barrels and other equipment currently owned by the Company which are necessary to operate the Business, on a cash or instalment basis agreeable to both parties. The specific assets to be purchased and the amounts to be paid by Buyer in connection with this transaction remain to be negotiated by the parties. This Letter of Intent also evidences the intentions of the parties with respect to the following agreements: Buyer will enter into a [NUMBER]-year employment agreement with [COMPANY NAME], providing for the Company will be responsible for the purchase of [SPECIFY] for Buyer. The agreement will contain the customary terms and conditions found in employment agreements in similar transactions and will provide for the usual non-competition and non-solicitation covenants to be entered into by the Company in favour of Buyer. It is expressly understood that if the contemplated transaction is consummated, the aggregate amount of commission paid or payable to yourselves (net of reasonable expenses acceptable to Buyer) in respect of all purchases of [SPECIFY] made through you from the date of this Letter of Intent to the date of closing, with the exception of commissions earned on the [NUMBER] truckloads of [SPECIFY] to be delivered to Buyer during the week of [DATE] to [DATE], will be applied against remuneration payable to the Company in the first year of his employment agreement. If the contemplated transaction is not consummated, all such commissions paid or payable will be treated as commissions. Buyer will enter into a [NUMBER]-year employment agreement with [EMPLOYEE NAME], providing for the payment of a gross base salary of [ANNUAL SALARY] per year, to be paid weekly, subject to annual review. [EMPLOYEE NAME] will be President of the Business and the employment agreement will provide for health benefits, automobile, expenses and bonus arrangements","Letter of Intent_Acquisition of Business","https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent_acquisition-of-business-D5197.png","https://templates.business-in-a-box.com/imgs/250px/5197.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5197.xml",{"title":150,"description":6},"letter of intent_acquisition of business",[152,153],{"label":17,"url":95},{"label":17,"url":95},"letter intent_acquisition business","/template/letter-of-intent_acquisition-of-business-D5197",{"description":157,"descriptionCustom":6,"label":158,"pages":159,"size":160,"extension":10,"preview":161,"thumb":162,"svgFrame":163,"seoMetadata":164,"parents":167,"keywords":170,"url":171},"CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (\"Agreement\") is made and effective the [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Owner\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECIPIENT NAME] (the \"Recipient\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows: WHEREAS, Recipient has requested information from Owner in connection with consideration of a possible transaction or relationship between Recipient and Owner. WHEREAS, in the course of consideration of the possible transaction or relationship, Owner may disclose to Recipient confidential, important, and/or proprietary trade secret information concerning Owner and its activities. THEREFORE, the parties agree to enter into a confidential relationship with respect to the disclosure by Owner to Recipient of certain information. Confidential Information Owner proposes to disclose certain of its confidential and proprietary information (the Confidential Information\") to Recipient. Confidential Information shall include all data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, financial information, and other information disclosed or submitted, orally, in writing, or by any other media, to Recipient by Owner. Confidential Information disclosed orally shall be identified as such within five (5) days of disclosure. Nothing herein shall require Owner to disclose any of its information. For purposes of this Agreement, the term \"Recipient\" shall include Recipient, the company he or she represents, and all affiliates, subsidiaries, and related companies of Recipient. For purposes of this Agreement, the term \"Representative\" shall include Recipient's directors, officers, employees, agents, and financial, legal, and other advisors. Exclusions Confidential Information does not include information that Recipient can demonstrate: (a) was in Recipient's possession prior to its being furnished to Recipient under the terms of this Agreement, provided the source of that information was not known by Recipient to be bound by a confidentiality agreement with or other continual, legal or fiduciary obligation of confidentiality to Owner; (b) is now, or hereafter becomes, through no act or failure to act on the part of Recipient, generally known to the public; (c) is rightfully obtained by Recipient from a third party, without breach of any obligation to Owner; or (d) is independently developed by Recipient without use of or reference to the Confidential Information. Recipient's Obligations Recipient agrees that the Confidential Information is to be considered confidential and proprietary to Owner and Recipient shall hold the same in confidence, shall not use the Confidential Information other than for the purposes of its business with Owner, and shall disclose it only to its officers, directors, or employees with a specific need to know. Recipient will not disclose, publish or otherwise reveal any of the Confidential Information received from Owner to any other party whatsoever except with the specific prior written authorization of Owner. Confidential Information furnished in tangible form shall not be duplicated by Recipient except for purposes of this Agreement. Upon the request of Owner, Recipient shall return all Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information, within [NUMBER] days of such request. At Recipient's option, any documents or other media developed by the Recipient containing Confidential Information may be destroyed by Recipient. Recipient shall provide a written certificate to Owner regarding destruction within [NUMBER] days thereafter. Term The obligations of Recipient herein shall be effective [Non-Disclosure Period] from the date Owner last discloses any Confidential Information to Recipient pursuant to this Agreement. Further, the obligation not to disclose shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against Recipient, nor by the rejection of any agreement between Owner and Recipient, by a trustee of Recipient in bankruptcy, or by the Recipient as a debtor-in-possession or the equivalent of any of the foregoing under local law. Confidentiality Recipient and its Representatives shall not disclose any of the Confidential Information in any manner whatsoever, except as provided in Articles 6 and 7 of this Agreement, and shall hold and maintain the Confidential Information in strictest confidence. Recipient hereby agrees to indemnify Owner against any and all losses, damages, claims, expenses, and attorneys' fees incurred or suffered by Owner as a result of a breach of this Agreement by Recipient or its Representatives. Permitted Disclosures Recipient may disclose Owner's Confidential Information to Recipient's responsible Representatives with a bona fide need to know such Confidential Information, but only to the extent necessary to evaluate or carry out a proposed transaction or relationship with Owner and only if such employees are advised of the confidential nature of such Confidential Information and the terms of this Agreement and are bound by a written agreement or by a legally enforceable code of professional responsibility to protect the confidentiality of such Confidential Information. Required Disclosures Recipient may disclose Owner's Confidential Information if and to the extent that such disclosure is required by court order, provided that Recipient provides Owner a reasonable opportunity to review the disclosure before it is made and to interpose its own objection to the disclosure. Use Recipient and its Representatives shall use the Confidential Information solely for the purpose of evaluating a possible transaction or relationship with Owner and shall not in any way use the Confidential Information to the detriment of Owner. No License Nothing contained herein shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information","Confidentiality Agreement","5",56,"https://templates.business-in-a-box.com/imgs/1000px/confidentiality-agreement-D950.png","https://templates.business-in-a-box.com/imgs/250px/950.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#950.xml",{"title":165,"description":166},"Confidentiality Agreement - Template & Sample Form | Business-in-a-Box","Confidentiality Agreement Template Sample � Download Now! Simply fill-in the blanks and print in minutes! Instant Access to 1,800 business and legal forms. Download samples of professional documents in Word (.doc) and Excel (.xls) format.",[168,169],{"label":17,"url":95},{"label":97,"url":98},"confidentiality agreement","/template/confidentiality-agreement-D950",false,{"seo":174,"reviewer":187,"quick_facts":191,"at_a_glance":194,"personas":198,"variants":223,"glossary":252,"clauses":289,"how_to_fill":334,"common_mistakes":375,"faqs":400,"industries":428,"comparisons":445,"diy_vs_lawyer":459,"jurisdictions":472,"related_template_ids_curated":493,"schema":505,"classification":506},{"meta_title":175,"meta_description":176,"primary_keyword":177,"secondary_keywords":178},"Asset Sale And Purchase Agreement Film Television Template (Free Word)","Free film and television asset sale and purchase agreement template. Covers IP rights, title chain, representations, and closing conditions. Free Word and PDF download.","asset sale and purchase agreement film television",[179,180,181,182,183,184,185,186],"film asset purchase agreement template","television rights sale agreement","film ip purchase agreement","entertainment asset sale agreement","film acquisition agreement template","tv production asset sale contract","media rights purchase agreement","film and television contract template",{"name":188,"credential":189,"reviewed_date":190},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":192,"legal_review_recommended":193,"signature_required":193},"advanced",true,{"what_it_is":195,"when_you_need_it":196,"whats_inside":197},"An Asset Sale and Purchase Agreement for Film and Television is a legally binding contract between a seller and a buyer for the transfer of specific film or television assets — including intellectual property rights, physical production materials, distribution agreements, and associated liabilities. This free Word download gives you a structured, professionally drafted starting point you can edit online and export as PDF, covering everything from IP chain of title to closing conditions in a single document.\n","Use it when acquiring or divesting a completed film, television series, format rights, library titles, or a bundle of production assets — any transaction where specific entertainment assets, rather than an entire company, are changing hands. It is also used when a production company acquires underlying rights to adapt a book, script, or other property for screen.\n","Identification of the purchased assets and excluded assets, purchase price and payment mechanics, representations and warranties on chain of title and IP ownership, closing conditions, indemnification obligations, and governing law. The agreement also covers assignment of existing distribution and licensing agreements, talent and guild obligations transferred with the assets, and any holdback or revenue-sharing terms.\n",[199,203,207,211,215,219],{"title":200,"use_case":201,"icon_asset_id":202},"Film and TV producers","Acquiring completed projects or underlying rights for new productions","persona-producer",{"title":204,"use_case":205,"icon_asset_id":206},"Entertainment studios","Purchasing library titles or format rights to expand distribution slate","persona-studio-executive",{"title":208,"use_case":209,"icon_asset_id":210},"Independent distributors","Buying finished film or TV assets for multi-territory distribution","persona-distributor",{"title":212,"use_case":213,"icon_asset_id":214},"Media investment funds","Acquiring content libraries as income-generating financial assets","persona-investor",{"title":216,"use_case":217,"icon_asset_id":218},"Streaming platforms","Purchasing exclusive or non-exclusive rights to broadcast completed content","persona-streaming-platform",{"title":220,"use_case":221,"icon_asset_id":222},"Production company owners","Selling off individual titles or asset bundles without dissolving the company","persona-small-business-owner",[224,228,232,236,240,244,248],{"situation":225,"recommended_template":226,"slug":227},"Acquiring all assets of an entire production company","Business Asset Purchase Agreement","asset-purchase-agreement-for-a-retail-business-D931",{"situation":229,"recommended_template":230,"slug":231},"Licensing film rights without transferring ownership","Film Distribution Agreement","distribution-agreement-D12544",{"situation":233,"recommended_template":234,"slug":235},"Acquiring underlying literary or script rights before production","Option and Purchase Agreement","option-to-buy-agreement-D336",{"situation":237,"recommended_template":238,"slug":239},"Selling a partial interest or co-production stake","Co-Production Agreement","co-habitation-agreement-D12997",{"situation":241,"recommended_template":242,"slug":243},"Transferring rights as part of a company share sale","Share Purchase Agreement","share-purchase-agreement-deemed-dividend-D342",{"situation":245,"recommended_template":246,"slug":247},"Buying format rights for a TV show remake or adaptation","Format Rights License Agreement","rights-agreement-D13037",{"situation":249,"recommended_template":250,"slug":251},"Transferring rights after a production company wind-down","Assignment of Intellectual Property Agreement","intellectual-property-assignment-D5229",[253,256,259,262,265,268,271,274,277,280,283,286],{"term":254,"definition":255},"Chain of Title","The documented sequence of ownership transfers proving that the seller holds clear, unencumbered rights to all intellectual property included in the assets.",{"term":257,"definition":258},"Purchased Assets","The specific assets being transferred under the agreement, defined exhaustively to avoid disputes over what is and is not included in the sale.",{"term":260,"definition":261},"Excluded Assets","Assets owned by the seller that are explicitly carved out of the transaction and remain with the seller after closing.",{"term":263,"definition":264},"Assumed Liabilities","Existing obligations — such as distribution agreements, talent residuals, or guild obligations — the buyer agrees to take over as part of the purchase.",{"term":266,"definition":267},"Representations and Warranties","Factual statements each party makes about themselves and the assets as of the closing date, breach of which triggers indemnification obligations.",{"term":269,"definition":270},"Holdback","A portion of the purchase price withheld at closing and released to the seller after a defined period or upon satisfaction of specific conditions.",{"term":272,"definition":273},"Indemnification","An obligation by one party to compensate the other for losses arising from a breach of the agreement or a third-party claim related to the transaction.",{"term":275,"definition":276},"Closing Conditions","Specific actions or confirmations — such as delivery of chain-of-title documents and guild clearances — that must occur before the transaction is legally complete.",{"term":278,"definition":279},"Residuals","Payments owed to guild members (writers, directors, actors) under union agreements when content is re-aired, sold, or distributed in new media formats.",{"term":281,"definition":282},"E&O Insurance","Errors and Omissions insurance that protects against claims of copyright infringement, defamation, or other IP-related liabilities arising from the content.",{"term":284,"definition":285},"Underlying Rights","Rights to the source material — book, script, life story, or format — on which a film or television project is based.",{"term":287,"definition":288},"Territory","The geographic scope within which the buyer is authorized to exploit the purchased assets, which may be worldwide or limited to specific countries or regions.",[290,295,300,305,310,315,320,324,329],{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Identification of purchased and excluded assets","Defines exactly which assets are being sold — completed film negatives, deliverables, copyright registrations, distribution contracts, trademarks, and physical production materials — and explicitly lists what stays with the seller.","The 'Purchased Assets' shall include all right, title, and interest of Seller in and to: (a) the Film [TITLE], including all physical and digital masters; (b) all copyrights and trademarks listed in Schedule A; (c) all Distribution Agreements listed in Schedule B; and (d) all related promotional materials. The 'Excluded Assets' are listed in Schedule C.","Defining purchased assets broadly as 'all assets related to the Film' without an exhaustive schedule. Disputes over whether a specific contract, social media account, or physical element is included are common and expensive to resolve after closing.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Purchase price and payment mechanics","States the total consideration, how and when it is paid — upfront, in tranches, or contingent on performance — and the currency and wire instructions.","The aggregate purchase price for the Purchased Assets is [CURRENCY] $[AMOUNT] ('Purchase Price'), payable as follows: (a) $[DEPOSIT AMOUNT] within [X] business days of execution; (b) $[BALANCE] at Closing by wire transfer to [SELLER BANK DETAILS]; and (c) a Holdback of $[HOLDBACK AMOUNT] to be released on [DATE / CONDITION].","Failing to specify the currency when parties are in different countries. USD and CAD look identical on a wire instruction form and the error can take weeks to unwind.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Chain of title and IP representations","The seller represents that it owns all intellectual property in the assets free and clear of encumbrances, that the chain of title is complete and unbroken, and that no third party has a superior claim to any rights being transferred.","Seller represents and warrants that: (a) Seller is the sole and exclusive owner of all copyright in the Film; (b) the chain of title documentation in Schedule D is complete, accurate, and unencumbered; (c) no third party holds any lien, claim, or security interest in the Purchased Assets; and (d) all agreements with writers, directors, and cast members are listed in Schedule E and are in full force.","Accepting a seller's representation without requiring delivery of the actual chain-of-title documents at closing. A warranty is worthless if the buyer cannot independently verify the title is clean.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Assumed liabilities","Specifies which existing obligations — guild residuals, distribution advances, financing liens — the buyer agrees to take on, and excludes all liabilities not expressly listed.","Buyer assumes only those liabilities of Seller expressly listed in Schedule F ('Assumed Liabilities'), including residual payment obligations under the [GUILD] Basic Agreement. Buyer does not assume, and Seller shall retain, all other liabilities, including any liabilities arising prior to the Closing Date.","Vaguely assuming 'all liabilities related to the Film' without a schedule. This can expose the buyer to undisclosed debts, guild claims, and third-party lawsuits that were never contemplated in the deal economics.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Representations and warranties of the seller","The seller's factual commitments about corporate authority to sell, absence of litigation, accuracy of disclosed information, and compliance with all applicable guild and union agreements.","Seller represents and warrants that: (a) Seller has full corporate authority to enter into and perform this Agreement; (b) there is no pending or threatened litigation relating to the Purchased Assets; (c) all guild and union obligations relating to the Film have been paid current as of the Closing Date; and (d) the Film does not infringe any third-party copyright, trademark, or right of publicity.","Omitting guild compliance representations. Undisclosed residual arrears transfer with the assets in many jurisdictions — a buyer who inherits unpaid SAG-AFTRA or WGA obligations can face liability running into six figures.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Closing conditions","Lists the deliverables and confirmations — signed assignments, cleared liens, guild consents, E&O insurance certificates — that must be in place before either party is obligated to complete the transaction.","The obligation of Buyer to consummate the transactions contemplated herein is conditioned upon: (a) delivery of executed copyright assignment instruments for all works listed in Schedule A; (b) delivery of a current E&O insurance certificate naming Buyer as additional insured; (c) written consents from all distributors listed in Schedule B to the assignment of their agreements; and (d) release of all liens on the Purchased Assets.","No closing conditions at all — treating signing and closing as simultaneous. If the seller cannot deliver a clean title or guild consent, the buyer has no contractual basis to delay or cancel the transaction without triggering a breach claim.",{"name":272,"plain_english":321,"sample_language":322,"common_mistake":323},"Sets out each party's obligation to compensate the other for losses caused by a breach of their representations or for third-party claims arising from pre- or post-closing acts.","Seller shall indemnify, defend, and hold harmless Buyer from any losses, claims, damages, or expenses arising out of: (a) any breach of Seller's representations and warranties; (b) any Excluded Liability; or (c) any third-party claim that the Film infringes any intellectual property right. Buyer shall indemnify Seller for losses arising from Buyer's operation of the Purchased Assets after the Closing Date.","No cap on indemnification liability. Without a negotiated cap — typically tied to the purchase price — the indemnity exposure can exceed the deal value many times over, particularly for IP infringement claims.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Non-competition and non-solicitation","Prevents the seller from re-entering the same competitive space using retained assets, or from soliciting key talent and distribution relationships acquired by the buyer.","For a period of [X] years following Closing, Seller shall not (a) produce, finance, or distribute any film or television project that directly competes with the Purchased Assets in [TERRITORY]; or (b) solicit or hire any individual who was employed in connection with the Film within the [X] months preceding Closing.","Omitting this clause entirely in film library acquisitions. A seller who retains a related sequel right or a competing format can immediately undercut the value of the assets sold without a restriction in place.",{"name":330,"plain_english":331,"sample_language":332,"common_mistake":333},"Governing law and dispute resolution","Identifies the jurisdiction whose laws govern the agreement and the mechanism — arbitration, mediation, or litigation — for resolving disputes, along with the seat and language of proceedings.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY], without regard to conflict-of-law principles. Any dispute arising under this Agreement shall be resolved by binding arbitration before [ARBITRATION BODY] in [CITY], conducted in [LANGUAGE], except that either party may seek injunctive relief in any court of competent jurisdiction.","Choosing a governing law with no connection to either party's location or the assets' primary exploitation territory. Courts in the governing jurisdiction may apply local rules — such as California's entertainment law provisions — that override contract terms neither party intended.",[335,340,345,350,355,360,365,370],{"step":336,"title":337,"description":338,"tip":339},1,"Identify and schedule all purchased assets","Draft an exhaustive Schedule A listing every asset being transferred — copyright registrations, film elements, distribution contracts, trademarks, domain names, and social media accounts. Attach a separate Schedule C for excluded assets.","Walk through every deliverable listed in the original production's completion bond or sales agent agreement — those are the assets the market expects to come with a film sale.",{"step":341,"title":342,"description":343,"tip":344},2,"Confirm and document the chain of title","Collect all underlying rights agreements, writer and director agreements, chain-of-title opinion letters, and copyright registration certificates. Attach these as Schedule D and reference them in the representations clause.","Request a chain-of-title opinion from an entertainment lawyer before signing — gaps discovered post-closing can invalidate the entire transaction.",{"step":346,"title":347,"description":348,"tip":349},3,"Define the purchase price and payment structure","Enter the total consideration, the deposit amount, the closing payment, any holdback amount and release conditions, and full wire details for each payment. State the currency explicitly.","If a holdback is tied to a performance condition — such as a minimum box office threshold — define the measurement period and data source precisely to avoid disputes.",{"step":351,"title":352,"description":353,"tip":354},4,"Schedule assumed liabilities and guild obligations","List every assumed liability in Schedule F, including residual obligations under SAG-AFTRA, WGA, DGA, or equivalent guild agreements. Confirm all residual payments are current as of the closing date.","Contact the relevant guilds directly to request a residuals audit before closing — sellers occasionally underestimate arrears.",{"step":356,"title":357,"description":358,"tip":359},5,"Obtain and attach third-party consents","Identify all distribution agreements, co-production agreements, and financing arrangements that require consent to assign. Send assignment-consent requests to all counterparties and collect signed consents before the closing date.","Some distribution agreements prohibit assignment without consent and include termination rights if assignment occurs without it — check every contract, not just the major ones.",{"step":361,"title":362,"description":363,"tip":364},6,"Set indemnification caps and survival periods","Negotiate and enter the indemnification cap (typically 100% of the purchase price for general claims, uncapped for fraud and IP title defects), the basket or deductible threshold, and the survival period for representations (typically 18–36 months).","IP title representations and fraud should survive indefinitely — limit the survival cap only to general operating representations.",{"step":366,"title":367,"description":368,"tip":369},7,"Confirm E&O insurance requirements","Specify the minimum E&O coverage amount required (typically $1–3M per claim, $3M aggregate for a feature film), the policy term, and the requirement to name the buyer as an additional insured.","Require the seller to deliver a binder showing coverage at or before closing, not just an undertaking to obtain it — the policy can take weeks to issue.",{"step":371,"title":372,"description":373,"tip":374},8,"Execute before the closing date with legal review","Have both parties sign the agreement and all schedules before the agreed closing date. Deliver all closing deliverables simultaneously or through a closing escrow to protect both parties.","Use a closing checklist circulated to both parties' counsel at least five business days before closing — last-minute surprises on deliverables are the most common cause of delayed or failed film asset closings.",[376,380,384,388,392,396],{"mistake":377,"why_it_matters":378,"fix":379},"Accepting unverified chain-of-title representations","A seller's warranty is only as good as their ability to satisfy a judgment. If the chain of title has a gap — an unsigned writer agreement, an unrecorded copyright assignment — the buyer may own nothing enforceable, and the seller may be insolvent by the time the defect surfaces.","Require delivery of all chain-of-title documents at or before closing, and commission an independent chain-of-title opinion from entertainment counsel as a closing condition.",{"mistake":381,"why_it_matters":382,"fix":383},"Omitting an exhaustive excluded-assets schedule","Without a defined list of excluded assets, the seller may assert that related sequel rights, social media accounts, or archived production materials were never sold — and the buyer has no contractual basis to dispute it.","Draft both schedules simultaneously: every asset the buyer expects to receive in Schedule A, and every asset the seller is retaining in Schedule C, reviewed and initialed by both parties.",{"mistake":385,"why_it_matters":386,"fix":387},"No indemnification cap or survival period","Unlimited indemnity with no time limit turns every post-closing third-party claim into open-ended exposure. A copyright infringement suit filed three years after closing can exceed the purchase price in legal fees alone.","Negotiate a cap (typically equal to the purchase price), a deductible basket, and a survival period of 18–36 months for general representations. Carve out fraud and title defects for unlimited survival.",{"mistake":389,"why_it_matters":390,"fix":391},"Ignoring guild residual obligations","Residual obligations run with the content, not the seller. SAG-AFTRA and WGA will pursue the current rights holder — the buyer — for unpaid residuals accrued before the sale, regardless of what the purchase agreement says.","Obtain a residuals audit from each applicable guild before closing, require the seller to bring all arrears current, and include a specific indemnity covering pre-closing residual claims.",{"mistake":393,"why_it_matters":394,"fix":395},"No third-party consent process for distribution agreements","Most distribution agreements include anti-assignment clauses. A buyer who closes without obtaining required consents may find their key revenue agreements are voidable, leaving them with assets they cannot monetize.","Map every agreement in the purchased assets against its assignment consent requirement at least 30 days before the target closing date, and make receipt of all required consents a closing condition.",{"mistake":397,"why_it_matters":398,"fix":399},"Failing to specify territory and media in the asset definition","Film rights are fractured across territories and platforms — a buyer who does not specify which territories and media formats are included may discover the seller retained streaming rights for major markets, destroying the asset's primary revenue stream.","Define territory and permitted media explicitly in the agreement body and in Schedule A. If the sale is worldwide all-media, state that expressly rather than relying on implication.",[401,404,407,410,413,416,419,422,425],{"question":402,"answer":403},"What is a film and television asset sale and purchase agreement?","A film and television asset sale and purchase agreement is a legally binding contract for the transfer of specific entertainment assets — typically a completed film, TV series, format rights, or library titles — from a seller to a buyer. Unlike a company sale, only the defined assets change hands, not the corporate entity. The agreement specifies exactly what is transferred, the price and payment mechanics, representations about IP ownership, and the conditions that must be met before closing.\n",{"question":405,"answer":406},"What assets are typically included in a film asset sale?","A typical film asset sale includes the copyright in the completed work and all underlying rights, physical and digital master elements, existing distribution and sales agent agreements, trademark registrations, domain names, and promotional materials. It may also include production materials such as the screenplay, director's cut, and localized versions. The precise scope is always defined in a schedule attached to the agreement — relying on a general description is one of the most common sources of post-closing disputes.\n",{"question":408,"answer":409},"What is chain of title and why does it matter in a film sale?","Chain of title is the documented sequence of ownership transfers establishing that the seller has clear, unencumbered rights to every element of the film — from the underlying screenplay and music rights to the actors' releases and copyright registrations. A gap in the chain means a third party may have a superior claim to part of the rights being sold. Buyers should obtain an independent chain-of-title opinion from entertainment counsel before closing, because a warranty from an insolvent seller is no substitute for a clean title.\n",{"question":411,"answer":412},"Are guild residuals transferred with the film assets?","Yes — in most major entertainment markets, residual obligations under guild agreements (SAG-AFTRA, WGA, DGA in the US; equivalent guilds in Canada and the UK) follow the content, not the original producer. The current rights holder is responsible for residual payments when the content is re-aired, sold, or distributed in new formats. Buyers should obtain a pre-closing residuals audit from each applicable guild and require the seller to cure any arrears before the closing date.\n",{"question":414,"answer":415},"Do I need E&O insurance to buy film or TV assets?","Yes, in almost all commercial contexts. Errors and Omissions insurance protects against third-party claims of copyright infringement, defamation, right of publicity violations, and similar IP-related liabilities arising from the content. Most distributors, broadcasters, and streaming platforms require an active E&O policy as a condition of any distribution agreement. The agreement should specify minimum coverage levels — typically $1–3M per claim — and require the seller to deliver a policy certificate at closing.\n",{"question":417,"answer":418},"What is a holdback in a film asset purchase?","A holdback is a portion of the purchase price withheld at closing and released to the seller after a defined period or event — most commonly when the seller's indemnification obligations survive without a claim being made, or when a specified performance milestone is achieved. It protects the buyer against post-closing claims arising from the seller's representations. The holdback amount, release conditions, and any escrow arrangement should be specified precisely in the payment mechanics clause.\n",{"question":420,"answer":421},"How is a film asset sale different from a share purchase?","In a share purchase, the buyer acquires the corporate entity that owns the film, inheriting all of its assets and liabilities — including ones not disclosed in the deal. In an asset sale, the buyer selects and acquires only the defined assets, leaving behind corporate liabilities, tax obligations, and contracts not included in the schedules. Most film buyers prefer asset sales because they can ring-fence what they are acquiring, though the seller typically faces a higher tax cost as a result.\n",{"question":423,"answer":424},"Can a distribution agreement be assigned to the buyer?","Only if the distribution agreement permits assignment or the distributor provides written consent. Most distribution agreements include anti-assignment clauses that make any unauthorized assignment void or give the distributor the right to terminate. Buyers must review every existing distribution agreement before closing and build consent collection into the closing conditions. Failure to obtain a required consent can leave the buyer without the revenue agreements that drove the acquisition economics in the first place.\n",{"question":426,"answer":427},"Is this agreement valid for cross-border film transactions?","A well-drafted agreement is a valid starting point for cross-border transactions, but jurisdiction-specific issues — copyright registration requirements, mandatory guild consents, tax withholding on purchase price payments, and territory-specific content regulations — vary significantly between the US, Canada, the UK, and EU member states. For any cross-border film or television asset sale, review by entertainment counsel in each relevant jurisdiction is strongly recommended before signing.\n",[429,433,437,441],{"industry":430,"icon_asset_id":431,"specifics":432},"Film and Television Production","industry-media","Library consolidation, slate acquisitions, and distressed asset purchases from producers exiting the market require detailed IP schedules and guild compliance provisions.",{"industry":434,"icon_asset_id":435,"specifics":436},"Streaming and Digital Media","industry-saas","Streaming platforms acquiring exclusive rights to completed content must specify media and territory scope precisely, and confirm that no conflicting holdback periods exist in prior distribution agreements.",{"industry":438,"icon_asset_id":439,"specifics":440},"Private Equity and Media Finance","industry-fintech","Investment funds acquiring content libraries as financial assets focus heavily on E&O coverage continuity, residuals liability caps, and revenue participation carve-outs tied to pre-existing profit-participation agreements.",{"industry":442,"icon_asset_id":443,"specifics":444},"Broadcasting and Cable Networks","industry-professional-services","Broadcasters purchasing completed series typically require clearances for music synchronization rights, format rights, and talent re-use rights across all intended broadcast territories.",[446,449,452,455],{"vs":230,"vs_template_id":447,"summary":448},"D{FILM_DISTRIBUTION_ID}","A distribution agreement licenses the right to distribute a film in a defined territory and media for a fixed term — ownership of the underlying IP stays with the producer. An asset sale and purchase agreement transfers ownership permanently. Use a distribution agreement when you want to monetize content without giving up title; use this agreement when the buyer needs full ownership of the IP and physical assets.",{"vs":234,"vs_template_id":450,"summary":451},"D{OPTION_PURCHASE_ID}","An option agreement grants a buyer the exclusive right to purchase underlying rights — typically a book or screenplay — within a defined period, before committing to the full purchase price. This asset sale agreement is used after development, when a completed or near-completed film or TV asset is being transferred. The option comes first in the production lifecycle; the asset sale comes at the end.",{"vs":242,"vs_template_id":453,"summary":454},"D{SHARE_PURCHASE_ID}","A share purchase transfers ownership of the corporate entity that holds the assets, including all undisclosed liabilities. An asset sale transfers only the defined assets, leaving corporate liabilities behind. Buyers prefer asset sales for the liability ring-fencing; sellers often prefer share sales for tax efficiency. Both require careful due diligence, but the risk profiles differ significantly.",{"vs":456,"vs_template_id":457,"summary":458},"IP Assignment Agreement","D{IP_ASSIGNMENT_ID}","An IP assignment agreement transfers specific intellectual property rights — copyright, trademark — without the broader commercial framework of an asset purchase. It contains no purchase price mechanics, no representations about guild obligations, and no closing conditions. An asset sale and purchase agreement is the appropriate instrument when the transaction involves multiple asset classes, a material purchase price, and ongoing liabilities such as residuals and distribution contracts.",{"use_template":460,"template_plus_review":464,"custom_drafted":468},{"best_for":461,"cost":462,"time":463},"Straightforward single-title transfers between experienced industry parties with clean chain of title and no existing distribution encumbrances","Free","2–4 hours to complete and review",{"best_for":465,"cost":466,"time":467},"Any transaction involving existing distribution agreements, guild obligations, or a purchase price above $50,000","$1,500–$4,000 for entertainment counsel review and negotiation support","3–7 business days",{"best_for":469,"cost":470,"time":471},"Multi-title library acquisitions, cross-border transactions, complex profit-participation carve-outs, or studio-level deals above $500,000","$5,000–$25,000+ depending on deal complexity and counsel market","2–6 weeks",[473,478,483,488],{"code":474,"name":475,"flag_asset_id":476,"note":477},"us","United States","flag-us","US copyright law requires written assignments signed by the copyright owner to be legally valid under 17 U.S.C. § 204. Guild agreements with SAG-AFTRA, WGA, and DGA impose residual obligations that follow the content and bind successor rights holders. California courts apply a disfavored treatment to broad non-compete clauses, and entertainment-specific case law on IP ownership and credits is heavily developed in the Central District of California.",{"code":479,"name":480,"flag_asset_id":481,"note":482},"ca","Canada","flag-ca","Canadian copyright assignments must be in writing under the Copyright Act. Transactions involving content that received Canadian government financing through Telefilm Canada or provincial funds may require funder consent to assignment. Quebec requires French-language contracts for provincially regulated transactions. ACTRA and WGC residual obligations apply to Canadian productions and transfer with the rights.",{"code":484,"name":485,"flag_asset_id":486,"note":487},"uk","United Kingdom","flag-uk","UK copyright assignments must be in writing and signed by or on behalf of the assignor under the Copyright, Designs and Patents Act 1988. The UK has a robust moral rights regime — authors of literary and dramatic works retain the right of paternity and integrity even after copyright assignment, which should be addressed in the agreement. PACT and Equity guild residual obligations apply to UK productions and transfer with the content.",{"code":489,"name":490,"flag_asset_id":491,"note":492},"eu","European Union","flag-eu","EU member states each have national copyright laws implementing the InfoSoc Directive, and assignment requirements vary — German law in particular places strong restrictions on broad copyright assignments and includes an author's right to equitable remuneration that cannot be waived. GDPR considerations arise when personal data of cast, crew, or audience members is transferred as part of the asset bundle. Cross-border VAT on IP transfers requires careful structuring to avoid double taxation.",[494,495,251,496,497,498,499,500,501,502,503,504],"non-disclosure-agreement-nda-D12692","independent-contractor-agreement-D160","service-agreement-D12711","letter-of-intent_acquisition-of-business-D5197","confidentiality-agreement-D950","technology-licensing-agreement-D13434","joint-venture-agreement-D889","partnership-agreement-D12551","shareholders-agreement-D1016","consulting-agreement-D155","general-non-compete-agreement-D882",{"emit_how_to":193,"emit_defined_term":193},{"primary_folder":95,"secondary_folder":507,"document_type":508,"industry":509,"business_stage":510,"tags":511,"confidence":517},"sales-and-purchase","agreement","media","all-stages",[512,513,514,515,516],"intellectual-property","legal","asset-sale","film-and-television","purchase-agreement",0.92,"\u003Ch2>What is an Asset Sale and Purchase Agreement for Film and Television?\u003C/h2>\n\u003Cp>An \u003Cstrong>Asset Sale and Purchase Agreement for Film and Television\u003C/strong> is a legally binding contract under which a seller transfers defined entertainment assets — completed films, television series, format rights, physical production elements, distribution contracts, and associated intellectual property — to a buyer for an agreed purchase price. Unlike a company acquisition, only the specified assets change hands; the selling entity and its remaining liabilities stay behind. The agreement establishes exactly what is included, confirms that the seller holds clean chain of title to every right being transferred, allocates pre- and post-closing liabilities including guild residual obligations, and sets the conditions that must be satisfied before the transaction is legally complete.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Buying or selling film and television assets without a properly structured written agreement exposes both parties to serious and often irreversible risk. Without an exhaustive asset schedule and chain-of-title representations, a buyer may discover after closing that the seller did not own the underlying screenplay rights, that a distributor holds a right of first refusal in a key territory, or that SAG-AFTRA residuals running into six figures were never disclosed. Without a defined indemnification structure, the seller has no contractual ceiling on post-closing liability and the buyer has no contractual remedy when a defect surfaces years later. A well-drafted agreement makes the scope of the transaction undeniable, allocates known risks to the party best positioned to manage them, and gives both parties a clear path to closing and a clear set of obligations once the deal is done. This template gives you a professionally structured starting point that covers every material clause in a standard film and television asset sale — saving significant legal drafting time while flagging the issues that require jurisdiction-specific counsel review.\u003C/p>\n",1781186037461]