270 Legal [Sample Agreements]

MASTER DEVELOPMENT AND DISTRIBUTION AGREEMENT

MASTER DEVELOPMENT AND DISTRIBUTION AGREEMENT dated as of August 31, 2005 (this “Agreement”) by and among MVL FILM FINANCE LLC, a Delaware limited liability company (“MVL”), MVL PRODUCTIONS LLC, a Delaware limited liability company (“MPROD”), and MARVEL STUDIOS, INC., a Delaware corporation (“Marvel Studios”).

PRELIMINARY STATEMENTS:

WHEREAS, MVL owns certain Film Rights with respect to Marvel characters which it intends to license to Production Companies, each of which will be engaged pursuant to a Production Services Agreement to produce a Motion Picture relating to the Film Rights for a Main Character, Character Title or, if applicable, a Subsidiary Character;

WHEREAS, MPROD has agreed to undertake on behalf of MVL certain responsibilities with respect to each such Motion Picture including those relating to pre-production, development, supervision of production and delivery of Completed Films (acting in such capacity, the “Development Company”);

WHEREAS, in order to exploit all of the Film Rights with respect to each Completed Film, MVL desires to license to MPROD such Film Rights, and MPROD desires to accept such license (acting in such capacity, the “Master Distributor”); and

WHEREAS, MPROD is a Subsidiary of Marvel Studios and Marvel Studios is expected to receive substantial direct and indirect benefits from the production and distribution of Motion Pictures pursuant to this Agreement (which benefits are hereby acknowledged).

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:

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SECTION 2. OBLIGATIONS OF THE DEVELOPMENT COMPANY.

MPROD hereby agrees to act as the “Development Company” hereunder and to perform the obligations of the Development Company set forth herein. The Development Company shall perform all of its obligations under this Agreement and otherwise with respect to each Motion Picture to the same extent as if the Film Rights with respect to such Motion Picture were owned by the Development Company, and conforming to the same high quality control standards that the Marvel Companies have used in connection with motion pictures based on Marvel characters prior to the date hereof and not less than those exercised by the Major Studios with respect to their own motion pictures. The parties acknowledge and agree that under no circumstances shall the performance of any Completed Film be evidence of MPROD’s adherence (or failure to adhere) to any production or quality control standard. MVL and the Development Company agree as follows:

(a) Pre-Production Services. With respect to each Motion Picture, the Development Company shall perform or cause the performance of all development and pre-production services on behalf of MVL, with the object of creating a Motion Picture that will be a Completed Film, including the following:

(i) developing a film concept for such Motion Picture based on one or more of the Main Characters, Character Titles or, if applicable, one or more of the Subsidiary Characters in accordance with Section 3.2.2 of the MVL License Agreement;

(ii) identifying, recruiting and negotiating contracts with screenwriters, a director, the cast and the production staff for such Motion Picture;

(iii) preparing a Budget for such Motion Picture consistent with all Participation Caps as set forth herein;

(iv) developing the production design of such Motion Picture;

(v) preparing a production schedule and a Delivery Schedule for such Motion Picture;
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