DISTRIBUTION AGREEMENT
INTRODUCTORY COMMENTS: This sample agreement assumes a certain fact scenario and
is not meant to be representative of, or intended to create standards for, every possible
agreement whereby the owner of an interactive new media property grants the distribution rights
to a distributor. Indeed there are very few precedents or industry standards for the distribution
of new media projects like the interactive new media property described below, which is an
interactive adaptation based on a television program that is designed to enhance and add value
to the program. In fact, many producers who apply to the Bell Broadcast and New Media Fund
don’t enter into a separate distribution agreement with a distributor, but rather sometimes add
provisions dealing with the distribution of the new media project directly into their Co-Production
Agreements. Sometimes the distributor is added as a third co-production partner in exchange
for a distribution cash advance to assist with the production budget. Where the owner and
producer of the new media project is also the television producer of the program, it may be
sufficient to merely add clauses dealing with the distribution of the interactive project in an
agreement with the distributor who is distributing the television program. Additionally, some
new media production companies and television production companies operate distribution
companies that are used to distribute their own new media and television works. Therefore,
although the sample distribution agreement provided below is based on examples of real
transactions, by no means should the reader conclude that the Agreement reflects the entire
commercial reality currently in existence in Canada, that it will apply to all circumstances or that
a distributor will accept all the provisions as drafted. The comments provided herein are for
educational purposes only and should not be construed as providing any legal advice
whatsoever. Anyone contemplating using this template agreement for commercial purposes
should consult an experienced lawyer for advice and guidance. It should not be used as a
substitute for consulting with legal counsel and receiving advice based on the circumstances of
a particular transaction. Due to the pace of technological change, business practices,
distribution methods and the law applicable to new media is constantly and rapidly changing.
Many of the legal principles discussed below are subject to exceptions and qualifications that
may not be mentioned and case law and legislation may vary from jurisdiction to jurisdiction.
In the following Agreement, it is assumed that the “Producer” is a new media production
company that is producing and owns all rights in a web based interactive property (“Web
Project”)that is based on a television program (the “Program”) and is designed to enhance the
viewers’ experience of the Program. For the purposes of this sample agreement, it is assumed
that the Web Project has little or no market independent from the Program and that they are
inextricably linked. (This is not always the case. There may be many potential formats in which
a new media project could be deployed and distributed independently from the Program. Also,
some properties are developed as interactive new media projects first and are adapted as
television productions, in which case a different distribution model might be used.) However, for
the purposes of this fact scenario, it is assumed that the intention is to distribute the Web
Project in association with the Program. It may be important to link their distribution if the
deployment of content in the new media project could reveal plot developments in episodes of a
television series, were they not coordinated and appropriately timed to work together. Also,
since this Web Project is based on a television Program, it may make sense to grant distribution
rights in the Web Project to the same party that distributes the Program, as one of the formats
that the Web Project is designed for is exhibition on the website of the broadcaster who licenses
the broadcast rights to the Program. In this fact scenario, it is assumed that the television
producer has granted the distribution rights in the Program to the Distributor in a separate
agreement. Consequently, the new media Producer, who is assumed to own all rights in the