TV/ THEATRICAL CONTRACTS 2023

TVTV

THEATRICALTHEATRICAL

CONTRACTSCONTRACTS

20232023

MEMORANDUM OF AGREEMENT

DRAFT ONLY

NOT FINAL

This draft memorandum is a document in progress and is subject to

ﬁnal language agreement. The draft is not ﬁnal until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 1

November 10, 2023

2023 MEMORANDUM OF AGREEMENT BETWEEN

THE SCREEN ACTORS GUILD-AMERICAN FEDERATION

OF TELEVISION AND RADIO ARTISTS AND

THE ALLIANCE OF MOTION PICTURE AND TELEVISION PRODUCERS

This Memorandum of Agreement is entered into between the Screen Actors Guild–American

Federation of Television and Radio Artists (hereinafter referred to as “SAG–AFTRA” or “the

Union”), on the one hand, and the Alliance of Motion Picture and Television Producers

(hereinafter “the Alliance” or “the AMPTP”), on behalf of the Producers listed on Attachments

A-1 and A-2 hereto (each hereinafter respectively referred to as “the Producer” and collectively

referred to as “the Producers”), on the other hand.

The provisions of this Memorandum of Agreement represent modifications to the current

agreements between the parties, i.e., the Producer-SAG-AFTRA Codified Basic Agreement of

2014 and the 2014 SAG-AFTRA Television Agreement, as amended by the 2017 Memorandum

of Agreement between the Screen Actors Guild–American Federation of Television and Radio

Artists and the Alliance of Motion Picture and Television Producers, the 2020 Memorandum of

Agreement between the Screen Actors Guild–American Federation of Television and Radio

Artists and the Alliance of Motion Picture and Television Producers and the 2022 Memorandum

of Agreement between the Screen Actors Guild–American Federation of Television and Radio

Artists and the Alliance of Motion Picture and Television Producers Regarding Exclusivity

(hereinafter referred to as the “SAG-AFTRA Codified Basic Agreement of 2020" and the “2020

SAG-AFTRA Television Agreement” for convenience and collectively, the “Agreements”).

Except as modified herein, the terms of the current agreements between the parties shall remain

the same, subject to conforming changes. The appropriate provisions herein shall be

incorporated in the Producer–SAG-AFTRA Codified Basic Agreement of 2023 and the 2023

SAG-AFTRA Television Agreement. Wherever reference in this Memorandum of Agreement is

made to “Schedules,” such reference shall mean the Schedules appended to the Codified Basic

Agreement.

This Memorandum of Agreement is contingent on the ratification of the parties’ agreement by

the SAG-AFTRA membership within a reasonable time hereafter, without any work stoppage or

job action by the members of SAG-AFTRA between November 9, 2023 and the date of

ratification. SAG-AFTRA shall provide notice to the AMPTP of the results of the ratification

vote within twenty-four (24) hours after the completion of the vote. Should the SAG-AFTRA

membership fail to so ratify the parties’ agreement, this Memorandum of Agreement shall not

take effect, and the minimum rates shall be considered to be those applicable under the 2020

Agreements for the period July 1, 2022 through June 30, 2023.

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 2

Except when another effective date is specified, the terms and conditions set forth in this

Memorandum of Agreement shall be effective as of the first Sunday following the date that the

AMPTP receives notice of ratification.

1. Term

The term of the Producer–SAG-AFTRA Codified Basic Agreement of 2023 and the 2023

SAG-AFTRA Television Agreement shall commence on November 9, 2023 and terminate on

June 30, 2026.

Amend Section 36 of the General Provisions of the SAG-AFTRA Codified Basic Agreement of

2020 to read as follows:

“36. TERM AND EFFECTIVE DATE

“A. The term of this Agreement shall commence on July 1, 2020November 9,

2023 and shall terminate on June 30, 20232026, but continue thereafter until terminated

by either party on at least sixty (60) days’ written notice.

“B. This Agreement is intended as a codification of: (1) the Producer–SAG-

AFTRA Codified Basic Agreement of 20172014; and (2) the 2017, 2020, and 2023

Memorandum Memoranda of Agreement Between the Screen Actors Guild-American

Federation of Television and Radio Artists and the Alliance of Motion Picture and

Television Producers for Successor Agreements to the Producer–SAG-AFTRA Codified

Basic Agreement of 20172014 and the 20172014 SAG-AFTRA Television Agreement;

and (3) the 2022 Memorandum of Agreement Between the Screen Actors Guild-

American Federation of Television and Radio Artists and the Alliance of Motion Picture

and Television Producers Regarding Exclusivity. Services rendered under previous

Agreements, and motion pictures subject to those respective Agreements, shall be

governed by such Agreements, respectively.

“C. The effective date of this Agreement shall be July 1, 2020November 9,

2023. Except as specifically otherwise provided, the provisions hereof relating to wage

increases shall be effective on and after July 1, 2020 November 9, 2023, and shall apply

to services rendered on and after such date under existing contracts of employment and

contracts of employment entered into on or after said date, and to motion pictures, the

principal photography of which commenced after such effective date. Except as

specifically otherwise provided, the provisions hereof relating to working conditions shall

be effective on and after [the first Sunday following the date the AMPTP receives notice

of ratification] and shall apply to services rendered on and after such date under existing

contracts of employment and contracts of employment entered into on or after said date,

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 3

and to motion pictures, the principal photography of which commenced after such

effective date.”

Amend Section 52 of the 2020 Television Agreement to read as follows:

“52. TERM AND EFFECTIVE DATE

“The term of this Agreement shall be for a period commencing July 1,

2020November 9, 2023 and expiring June 30, 20232026, but continue thereafter until

terminated by either party on at least sixty (60) days' written notice.

“The effective date of this Agreement shall be July 1, 2020November 9, 2023.

Except as specifically otherwise provided, the provisions hereof relating to wage

increases shall be effective on and after July 1, 2020 November 9, 2023 and shall apply to

services rendered on and after such date under existing contracts of employment and

contracts of employment entered into on or after said date, and to motion pictures, the

principal photography of which commenced after such effective date, and the provisions

hereof relating to working conditions shall be effective on and after [the first Sunday

following the date the AMPTP receives notice of ratification] and shall apply to services

rendered on and after such date under existing contracts of employment and contracts of

employment entered into on or after said date, and to motion pictures, the principal

photography of which commenced after such effective date.”

Make conforming changes.

2. Minimums (Union Proposal No. 17)

a. Except as provided in subparagraphs b., c., d. and e. below, increase the minimum salary

rates in the 2020 SAG-AFTRA Codified Basic Agreement and the 2020 SAG-AFTRA

Television Agreement by seven percent (7%) effective November 9, 2023; by an

additional four percent (4%) effective July 1, 2024; and by an additional three and one-

half percent (3.5%) effective July 1, 2025. These increases shall be compounded.

b. Increase the minimum daily rates under Schedule X-I and Schedule X-II by 11%

effective November 9, 2023 (to be increased as described in subparagraph a. above in the

second and third years of the Agreements).

c. Increase the minimum salaries for stunt coordinators employed under a “flat deal”

contract on a television motion picture by ten percent (10%) effective November 9, 2023;

by an additional six and one-half percent (6.5%) effective July 1, 2024; and by an

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 4

additional five percent (5%) effective July 1, 2025. These increases shall be

compounded.

d. Freeze the network prime time rerun ceilings in Section 18(b)(1)b) of the Television

Agreement.

e. Freeze all allowances and adjustments in the SAG-AFTRA Codified Basic Agreement

and Television Agreement (except as provided in Item 7 regarding the relocation

allowance and Item 22 regarding the wardrobe allowance).

3. SAG-AFTRA Health Plan and SAG Pension Plan/AFTRA Retirement Fund (Union

Proposal No. 27)

a. Contribution Ceilings (Union Proposal No. 27.A.)

Increase the contribution ceilings in Section 22(c)(1) of the Television Agreement for

motion pictures commencing principal photography on or after July 1, 2024:

i. One-half hour television motion picture or covered new media program 35 minutes or

less in length: $25,000.

ii. One-hour television motion picture or covered new media program 36–65 minutes in

length: $35,000.

b. Target Ratio (Union Proposal No. 27.B.)

i. The parties agree to conduct a joint study during the term of the 2023 Agreements (to

be funded by the IACF) to explore mechanisms designed to obviate the need to

periodically shift contributions for certain types of motion pictures from the SAG

Pension Plan to the AFTRA Retirement Fund. The study should also focus on

whether it is feasible to have pension contributions for all performers employed under

the Television Agreement made to the SAG Pension Plan, while ensuring that

sufficient contributions are allocated to the AFTRA Retirement Fund to cover any

unfunded liabilities for accrued benefits based upon work under the SAG-AFTRA

Television Agreement and that no Producer shall incur withdrawal liability in the

AFTRA Retirement Fund as a result of any changes made to achieve the above-stated

objectives.

ii. Suspend application of the Target Ratio during the term of the 2023 Agreements and

maintain the current allocation of contributions as between the SAG Pension Plan and

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 5

the AFTRA Retirement Fund as reflected in Section 22(a)(1)-(2) of the Television

Agreement (and make conforming changes).

4. Start Date and Soft Work Window (Union Proposal No. 9; Producers’ Proposal No. 6)

Modify Section 73 of the Television Agreement as follows:

“73. PERFORMER’S START DATE

“The following applies to contracts entered into on or after [insert date that is the first

Sunday thirty (30) days after the AMPTP receives notice of ratification]. Section 73 of the

2020 Television Agreement applies to contracts entered into prior to that date.

“(a) In the event a performer is engaged in accordance with Section 71 hereof, but

a start date has not yet been provided to the performer by the Producer, performer may

terminate such engagement in order to accept conflicting bona fide employment by a third

party, subject, however, to the performer first giving Producer a minimum twenty-four (24)

hour period (excluding Saturdays, Sundays and holidays) the following minimum period

during which Producer may specify a start date which then becomes binding., which conflicts

with the proffered third party employment:

“(a) if a performer informs Producer before noon of a business day, by

the end of the same day; or

“(b) if performer informs Producer at any other time, by noon of the

next business day.

“(b) In the event a performer is engaged in accordance with Section 71 hereof for a

guest appearance in a continuing role, the Producer shall, at the time of engagement, provide

the performer with a ‘soft work window’ for any episode for which it has not given the

performer a firm start date, which shall reflect the Producer’s reasonable determination,

based on the available information at that time, of the dates on which the performer’s

services will be required, but not to exceed the guaranteed period of employment in the

performer’s contract (based on business days), plus five (5) business days on both ends of the

guaranteed period of employment (the ‘soft work window’). When the Producer elects to

provide a ‘soft work window,’ the following applies in lieu of subparagraph (a) above:

“If the performer obtains a bona fide offer of employment by a third party that

would conflict with the soft work window(s), the performer shall promptly notify the

Producer, and the Producer shall use reasonable efforts to either guarantee a start date or

modify the soft work window(s) so as to not interfere with the performer’s bona fide offer of

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 6

employment within twenty-four (24) hours (excluding Saturdays, Sundays and holidays)

from receipt of the performer’s notice. The performer will also cooperate with the Producer

to keep the Producer apprised of any employment with a third party that will occur during the

period beginning with the first day of the earliest soft work window and ending with the last

day of the latest soft work window. In the event a performer is unable to complete work on

an episode due to conflicting employment with a third party outside the soft work window(s)

and is required to return at a later time to finish the episode, the Producer shall not be

obligated to pay for any intervening days.

“It is understood that the Producer may change the soft work window(s) more

than once (e.g., in response to a notice from the performer of a bona fide offer of

employment by a third party or because the Producer has revised its reasonable determination

of the dates on which the performer’s services will be required) without any payment

obligation, provided that any change is subject to the performer’s professional availability at

the time the change is made. In the event the Producer has changed the performer’s soft

work window(s) in response to the performer’s notice of a conflicting bona fide offer of

employment from a third party or is unable to change the soft work window(s) to a period

that does not conflict with the performer’s professional availability and the performer is

unable to fulfill the engagement with the Producer, the Producer shall have no obligation to

pay the performer for the unfulfilled engagement.”

Make conforming changes as necessary.

5. Major Role Performer (Union Proposal No. 15)

Modify Section 2.(c) of the Television Agreement, and make conforming changes to Sideletter

H of the Television Agreement and Sideletter 21 of the Codified Basic Agreement, as follows:

“Notwithstanding the provisions of subparagraphs (a) and (b) above, the following shall

apply to ‘major role’ performers, as defined below, employed in an episode of a one-half

hour or one-hour network prime time television series, in an episode of a one-half hour or

one-hour television series produced for broadcast in prime time on The CW or in an episode

of a new one-half hour or one-hour scripted, dramatic television series first produced on or

after July 1, 2011 for exhibition in prime time on pay television and which is in its second or

subsequent season. The following shall also apply to ‘major role’ performers employed on

any season of a 20-35 minute or 36-65 minute High Budget SVOD series that commences

principal photography on or after [insert date that is the first Sunday that is one year after the

AMPTP receives notice of ratification] or on the first season of a one-half hour or one-hour

scripted dramatic television series produced for exhibition in prime time on pay television

that commences principal photography on or after [insert date that is the first Sunday that is

one year after the AMPTP receives notice of ratification].

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 7

***

“The parties also acknowledge that their agreement on this provision was originally

negotiated in the context of the existing practice on network prime time shows (at that time,

“network prime time” covered prime time on ABC, CBS and NBC only), and has now been

extended to prime time series on FBC and The CW as well as to certain programs produced

for pay television and certain High Budget SVOD series (see first paragraph of subparagraph

programs produced for syndication (other than prime time series produced for The CW) or

pay television (other than scripted dramatic television series produced for exhibition in prime

time), the parties recognize that no uniform rate has heretofore been established as a ceiling

on performers’ compensation. However, if during the term of this Agreement, the Union

believes that such a ceiling has been established as a matter of industry-wide practice on

those other programs, it shall have the right to refer the matter to the Cooperative Committee

for resolution. Likewise, if during the term of the Agreement, a Producer believes that it is

not appropriate to apply the ‘major role’ performer provision to a program produced for

network prime time or for The CW in prime time is not appropriate because it is not of the

type currently produced for network prime time television, it shall have the right to refer the

matter to the Cooperative Committee for resolution.”

6. Options (Union Proposal No. 25)

Modify Section 24(c) of the Television Agreement (and modify Section 83 to apply Section

24(c)(2) to series contract performers engaged under Section 83) as follows:

“(c) Option Period Between Seasons

“(1) Except as otherwise provided in subparagraph (2) below, Ooptions for

an additional contract year with a performer employed under a series contract who is

guaranteed less than $32,000 for the television motion picture, on a series for which the

principal photography of the pilot or presentation (or the first episode if no pilot or

presentation is produced) commences on or after January 1, 2018 shall be subject to the

following:

“(1a) The option period shall commence upon completion of

principal photography of the last episode of the season of the series and shall end no later

than one (1) year thereafter, unless Producer extends the option period pursuant to subsection

(2) below.

“(2b) The Producer may extend the option period no more than two

(2) times by a period of up to six (6) months each, by paying the performer an amount equal

to the episodic fee specified in the performer’s contract for the preceding season for each

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 8

period of up to six (6) months. The foregoing payment may not be credited against future

episodic fees or any other amount due to performer under this Agreement.

“A performer guaranteed $32,000 or more per television motion

picture under a series contract on a series for which the principal photography of the pilot or

presentation (or the first episode if no pilot or presentation is produced) commences on or

after January 1, 2018 may bargain without limitation with regard to options for additional

contract year(s).

“(2) The following applies to options for an additional season with a

performer employed under a series contract entered into on or after [insert date that is the

first Sunday that is one year after the AMPTP receives notice of ratification] or a performer

engaged for a guest appearance under a contract entered into on or after [insert date that is

the first Sunday that is one year after the AMPTP receives notice of ratification] with an

option for employment under a series contract in a subsequent season who is guaranteed less

than the applicable threshold

shown below on a series for which the principal photography

of the pilot or presentation (or the first episode if no pilot or presentation is produced)

commences on or after [insert date that is the first Sunday that is one year after the AMPTP

receives notice of ratification]:

“less than $32,000 per episode or per week for a minor on a children’s

series;

“less than $65,000 per episode or per week on a one-half (½) hour

series (other than a minor on a children’s series); or

“less than $70,000 per episode or per week for a one (1) hour series

(other than a minor on a children’s series).

“a) The option period shall begin upon commencement of principal

photography of the first episode of the season of the series (excluding the pilot if the season

has not yet been ordered when the pilot is produced) and shall end no later than eighteen (18)

months thereafter, unless the Producer extends the option pursuant to subsection b) below.

“b) The Producer may extend the option period no more than three

(3) times by a period of up to three (3) months each by paying the performer an amount equal

The salary threshold for a performer engaged for a guest appearance with an option for

employment under a series contract in a subsequent season(s) shall be determined by the episodic

fee to be paid under the terms of the option agreement should the option for the performer’s

services as a series contract performer be exercised.

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 9

to the episodic fee specified in the performer’s contract for the preceding season (‘Option

Extension Fee’)

for each period of up to three (3) months. The Option Extension Fee(s)

may not be credited against future episodic fees.

“c) If the Producer has not exercised the performer’s option for the

additional season within twenty-seven (27) months from the commencement of principal

photography of the current season, the performer’s option shall lapse and Producer shall have

no right to further extend the performer’s option period.

“A performer guaranteed at or above the applicable salary threshold

shown above in this Section 24(c)(2) may bargain without limitation with regard to options

for additional season(s).

“(4) The option period (including any extensions) described in this Section

24(c) shall be extended by any period during which production is necessarily prevented,

suspended or postponed due to fire, accident, strike,

riot, act of God, or the public enemy, or

by any executive or judicial order or by reason of the illness of any other member of the cast

or of the director.

“(5) For purposes of this Section 24(c), a ‘children’s series’ is a series

created for an audience primarily consisting of viewers under the age of 16 and of the type

traditionally produced for the Disney Channel or Nickelodeon.

“(d) Start of Work Following Exercise of Option for Subsequent Season

“The following applies after a Producer has exercised an option that is subject

to the provisions of Section 24(c)(2)a) – c) above:

“(1) If the Producer has not commenced the performer’s services for the

subsequent season within three (3) months following the end of the prior option period, as it

With respect to a performer engaged for a guest appearance with an option to be employed

under a series contract in a subsequent season(s), the Option Extension Fee shall be determined

by the episodic fee to be paid under the terms of the option agreement should the option for the

performer’s services as a series contract performer be exercised.

Should the Union call a strike against any Producer, a performer’s option period shall be

automatically suspended during the strike period and automatically extended for a like period

upon conclusion of the strike under Section 3.B. of the General Provisions of the Codified Basic

Agreement.

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 10

may be extended in accordance with subparagraph (c)(2)b) above, the Producer shall pay the

performer an amount equal to the episodic fee specified in the performer’s contract for the

current season (‘Season Delay Fee’). The Season Delay Fee may not be credited against

future episodic fees.

“(2) If the Producer has not commenced the performer’s services for the

subsequent season within an additional two (2) months following the end of the period

described in subparagraph (1) above, as it may be extended in accordance with subparagraph

(c)(2)b) above (i.e., five (5) months following the end of the prior option period), the

performer shall have the right to terminate the employment by providing written notice to the

Producer. Producer must, within five (5) business days after receipt of such written notice,

either:

“a) notify the performer in writing that it will commence payment

under the performer’s series contract and continue thereafter to pay the performer’s full

compensation for the season (and such commencement of payments shall start the eighteen

(18) month option period set forth in Section 24(c)(2) above for that season); or

“b) the performer’s termination will become effective.

“Any payments made to the performer under subparagraph a) may

constitute an advance for episode(s) of the season that are ultimately produced within

eighteen (18) months from the date of the performer’s written notice of termination to the

Producer.

“(3) The periods described in this Section 24(d) shall be extended by any

period during which production is necessarily prevented, suspended or postponed due to fire,

accident, strike,

riot, act of God, or the public enemy, or by any executive or judicial order

or by reason of the illness of any other member of the cast or of the director.

“A performer guaranteed at or above the applicable salary threshold shown

above in Section 24(c)(2) may bargain without limitation with regard to payment for delays

in the start of work following exercise of an option for a subsequent season.

Should the Union call a strike against any Producer, a performer’s option period shall be

automatically suspended during the strike period and automatically extended for a like period

upon conclusion of the strike under Section 3.B. of the General Provisions of the Codified Basic

Agreement.

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 11

“(e) The Union and the Producers agree to recommend that the Trustees of the

SAG-AFTRA Health Plan modify the Trust Agreement as follows:

“Producer shall make a ‘Special Payment’ directly to the SAG-AFTRA Heath

Plan on behalf of a performer who receives a Notice of Termination of Benefits from the

SAG-AFTRA Health Plan after close of principal photography for a season of a series in

which the performer is employed under a series contract entered into on or after [insert date

that is the first Sunday that is one year after the AMPTP receives notice of ratification] at a

salary in excess of the applicable salary threshold shown above in Section 24(c)(2). The

amount of the Special Payment shall equal the individual annual COBRA premium

established by the SAG-AFTRA Health Plan, net of the 2% premium and less the required

participant premium for one (1) year of coverage. The performer must submit the Notice of

Termination of Benefits to the Producer within thirty (30) days of receipt. The Special

Payment shall be due to the Health Plan within thirty (30) days thereafter. The Special

Payment shall only be owed on behalf of a performer who has actually enrolled in the SAG-

AFTRA Health Plan and has made the required premium payments to the Plan in a manner

sufficient to make the performer eligible for coverage.”

Make conforming changes as necessary, including the addition of a footnote to the last

paragraph of Section 24(a) as follows:

“

[FN]

See Section 24(c)(2) and (d) for rules applicable to certain performers engaged for

a guest appearance with an option to be employed under a series contract in a subsequent

season.”

7. Relocation Allowance (Union Proposal No. 32)

Modify Section 56.1 of the Television Agreement to provide as follows:

“56.1 RELOCATION ALLOWANCE

“(a) A performer engaged under a series or term contract entered into on or

after January 1, 2018 for a season that commences principal photography prior to [the first

Sunday that is thirty (30) days following the AMPTP’s receipt of notice or ratification] who

is away from his or her the performer’s residence overnight at the “Producer’s base” (as

defined in Section 56(a)(3)) outside Los Angeles and its environs shall receive a relocation

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 12

allowance of not less than $10,000 for any season during which he or she the performer is

engaged away from his or her the performer’s residence overnight, as follows:

“(a1) For up to a maximum of four (4) seasons if the performer is

engaged on a series for which the season order consists of thirteen (13) or fewer episodes

(including the pilot); or

“(b2) For up to a maximum of two (2) seasons if the performer is

engaged on a series for which the season order consists of more than thirteen (13) episodes

(including the pilot).

“(b) A performer engaged under a series or term contract for a season that

commences principal photography on or after [the first Sunday that is thirty (30) days

following the AMPTP’s receipt of notice of ratification] who is away from the performer’s

residence overnight at the ‘Producer’s base’ (as defined in Section 56(a)(3)) outside Los

Angeles and its environs shall receive a relocation allowance of not less than $5,000 for

each month during which the performer is engaged away from the performer’s residence

overnight (prorated for any period of two (2) weeks or less), up to a maximum of six (6)

months per season. However, a performer who previously received the maximum number

of relocation allowances on a particular series pursuant to subparagraph (a) above of this

Television Agreement or Section 56.1 of a prior Television Agreement is not entitled to any

additional relocation allowance under this subparagraph (b) for that series.

“Producer, at its election, may provide lodging, per diem after salary commences

and transportation to and from the set, in lieu of payment of the relocation allowance.”

8. Work Time and Overall Production Time (Union Proposal No. 43)

Modify Section 14(b) of the Television Agreement as follows:

“(b) Producer and performer may freely bargain for work time, and overall

production time and options* with respect to employment contracts with performers who are

guaranteed any of the following bases (or more):

“(1) $20,000 per episode ($25,000 per episode for contracts entered

into on or after [insert date that is the first Sunday that is one year after the AMPTP receives

notice of ratification]); or

“(2) $100,000 per series ($125,000 per series for contracts entered into

on or after [insert date that is the first Sunday that is one year after the AMPTP receives

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 13

notice of ratification]) when such series is one of a number of series presented in a

combined series format (Section 13); or

“(3) $150,000 ($190,000 for contracts entered into on or after [insert

date that is the first Sunday that is one year after the AMPTP receives notice of

ratification]) for a thirteen (13) episode guarantee.

“* The foregoing is subject to Section 24(c) of this Agreement with

respect to options for an additional contract year between seasons for performers employed

under a series contract with a guarantee of less than $32,000 per episode on a series for

which principal photography of the pilot or presentation (or the first episode if no pilot or

presentation is produced) commences on or after January 1, 2018.”

Make conforming changes as necessary.

9. Casting (Union Proposal No. 6)

a. Casting Services (Union Proposal No. 6.A.)

Add a new Paragraph C. to Section 47 (“Casting”) of the General Provisions of the

Codified Basic Agreement as follows:

“C. When a Producer conducts a casting call:

“(1) A performer may not be charged a fee for the performer to access any

casting notice, breakdown or other information relating to the casting call; and

“(2) A performer may not be charged a fee for the performer to upload a self-

tape or to otherwise submit themselves for the role being cast.

“In the event a performer is asked to pay a fee to access casting materials

described in subparagraph (1) above or to upload a self-tape or otherwise make a

submission for the role being cast, the performer or the Union should contact the casting

director before paying the fee to obtain information on how to access the casting

materials or submit for the role free of charge.

“In considering candidates for a role, Producer shall not give preferential

treatment to any performer on the basis of whether the performer has paid a subscription

fee to a casting service to access casting materials or paid a fee to a casting service to

submit for a role. Sorting submissions by alphabetical order or randomly shall satisfy the

foregoing obligation to refrain from giving preferential treatment.”

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 14

b. Self-Tapes and Virtual Interviews and Auditions (Union Proposal No. 6.B.)

Add a new Paragraph D. and E. to Section 47 of the General Provisions of the SAG-

AFTRA Codified Basic Agreement as follows:

“D. Self-Tapes

“The following applies when a Producer invites a performer to submit a self-tape

for a role:

“(1) The Producer shall make character breakdowns, sides and/or scripts

available to the performer’s agent or other representative at least forty-eight (48) hours

prior to the deadline for submission of the self-tape, excluding Saturdays, Sundays and

holidays. If the performer is a minor subject to educational requirements, the Producer

shall make character breakdowns, sides and/or scripts available to the performer’s agent

or other representative at least seventy-two (72) hours prior to the deadline for

submission of the self-tape, excluding Saturdays, Sundays and holidays. The foregoing

deadlines do not apply when casting deadlines do not permit (e.g., casting a replacement

or casting a role that was newly added to the script).

“The Producer shall also endeavor to respond to any inquiries from a

performer whom it has invited to submit a self-tape (or inquiries from the performer’s

agent or other representative) as to whether the role has already been cast.

“(2) Performers shall not be asked to perform more than eight (8) industry

standard pages of scripted material, at the Producer’s election, for a first self-tape, or

more than twelve (12) industry standard pages of scripted material for a second or

subsequent self-tape. Upon request of a performer with a disability, the Producer shall

make reasonable accommodations to provide materials in a format accessible to the

performer.

“(3) Performers may not be asked to memorize any materials nor be prohibited

from holding sides and/or using a prompting device during the self-tape. No

compensation is due to a performer for a self-tape.

“(4) Performers shall not be asked to record the self-tape at a resolution higher

than 720p, nor be required to use any uploading/delivery site or talent listing service that

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 15

is not free to the performer to upload or deliver the self-tape, nor be asked to use any

editing software or any specific equipment, including:

“(a) brands or models of cameras, smartphones, tablets or webcams;

“(b) types of lights, including utility, ring or LED lights;

“(c) brands, models or types of mics, including lavalier or shotgun; and

“(d) types of backgrounds or backdrops, including walls, colors, pop-

ups or seamless.

“(5) The Producer may only request the following in a slate for a self-tape:

“(a) the performer’s name;

“(b) the performer’s height;

“(c) the performer’s city of residence;

“(d) the performer’s current location, if different from the city of

residence;

“(e) the performer’s age and birthday, if the performer is a minor;

“(f) information about the performer’s special skill(s) which the

Producer determines is necessary for performance of the role (e.g., horseback riding,

swimming, accents, ability to play a musical instrument or play a sport); and

“(g) a head-and-shoulders shot and/or a full body shot in portrait

orientation. The Producer may not request any changes in camera angles or panning.

(For clarity, this does not preclude a Producer from requesting that the performer change

position, e.g., to provide a profile shot.)

“(6) Performers shall not be requested to appear in a self-tape in the nude or

while wearing attire more revealing than a bathing suit that could be worn at a public

pool.

“(7) Performers shall not be requested to perform a stunt in a self-tape.

“(8) Self-tapes for dancers shall be subject to the following additional

requirements:

“(a) The Producer shall supply any music or sound required for the

self-tape.

“(b) The Producer shall supply specific choreography and may not ask

the dancer to choreograph or improvise a dance. The specific choreography:

“(i) may not exceed four eight-beat counts;

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 16

“(ii) must be capable of being performed in an indoor space no

larger than 8 feet x 8 feet x 8 feet; and

“(iii) must be for a solo performance (i.e., no two-person or

multi-person dances).

“(9) Self-tapes shall be stored in a secure facility or on a secure system which

can only be accessed by individuals with a legitimate business purpose.

“(10) A Producer may not make a self-tape available publicly without the prior

written consent of the performer, which must be obtained at the time of use.

“(11) The Producer shall also provide an opportunity to interview for the role

virtually (e.g., over Zoom) (or in person, at the Producer’s election) in lieu of a self-tape

by making available a window of time (scheduled at the Producer’s discretion) for

performers to interview on a first-come, first-serve basis. In scheduling interviews during

the window, the Producer shall make reasonable accommodations for performers with

disabilities and senior performers, and shall consider sleep schedules for minors. Virtual

interviews conducted under this subparagraph (11) are subject to Paragraph E. below.

“To the extent the Union has reason to believe a Producer is not making

good faith efforts to schedule a sufficient window of time for interviews as described in

the preceding paragraph, it may contact the Producer to discuss its concerns on a case-by-

case basis.

“This subparagraph (11) shall expire on June 30, 2026 and shall be of no

further force and effect thereafter.

“(12) The provisions of the Schedules regarding ‘sign-in sheets’ do not apply to

self-tapes.

“E. Virtual Interviews or Auditions

“(1) The Producer shall endeavor to respond to any inquiries from a performer

whom it has invited to attend a virtual interview or virtual audition (or inquiries from the

performer’s agent or other representative) as to whether the role has already been cast.

“(2) Performers invited to attend a virtual interview or virtual audition shall not

be asked to appear in a resolution higher than 720p, nor be required to use any virtual

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 17

meeting site that is not free to the performer, nor be asked to use any editing software or

any specific equipment, including:

“(a) brands or models of cameras, smartphones, tablets or webcams;

“(b) types of lights, including utility, ring or LED lights;

“(c) brands, models or types of mics, including lavalier or shotgun; and

“(d) types of backgrounds or backdrops, including walls, colors, pop-

ups or seamless.

“(3) Performers may not be asked to memorize any materials nor be prohibited

from holding sides and/or using a prompting device during a virtual interview. No

compensation is due to a performer for a virtual interview (except as may be provided

under the Schedules for waiting time, subject to subparagraph (8) below). A performer

shall be compensated for a virtual audition pursuant to the applicable Schedule (subject to

subparagraph (8) below) only if the Producer requires the performer to memorize lines in

advance of the virtual audition.

“(4) Performers shall not be requested to appear at a virtual interview or virtual

audition in the nude or while wearing attire more revealing than a bathing suit that could

be worn at a public pool. The performer shall not be asked to remove a cover-up until the

performer is in a private virtual setting with casting personnel only (i.e., outside the

presence of other performers waiting to interview).

“(5) Performers shall not be requested to perform a stunt at a virtual interview

or virtual audition.

“(6) Virtual interviews and virtual auditions for dancers shall be subject to the

following additional requirements:

“(a) The Producer shall supply any music or sound required for the

virtual interview or virtual audition.

“(b) The Producer shall supply specific choreography and may not ask

the dancer to choreograph or improvise a dance. The specific choreography:

“(i) may not exceed four eight-beat counts;

“(ii) must be capable of being performed in an indoor space no

larger than 8 feet x 8 feet x 8 feet; and

“(iii) must be for a solo performance (i.e., no two-person or

multi-person dances).

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 18

“(7) To the extent a Producer records a virtual interview or virtual audition:

“(a) the recording shall be stored in a secure facility or on a secure

system which can only be accessed by individuals with a legitimate business purpose;

and

“(b) the Producer may not make the recording available publicly

without the prior written consent of the performer, which must be obtained at the time of

use.

“(8) The provisions of the Schedules to this Codified Basic Agreement

regarding interviews and auditions (Sections 14 and 15 of Schedule A; Section 19 of

Schedule B; Section 44 of Schedule C; Section 17 of Schedule E; Section 23 of Schedule

F; Section 11 of Schedule K-I; and Section 13 of Schedule K-II) shall also apply to

virtual interviews and virtual auditions, except as follows:

“(a) Any requirement in the Schedules to compensate a performer for

waiting time associated with an interview shall be calculated based on the day performer

minimum.

“(b) Any requirement in the Schedules to compensate a performer for

waiting time associated with an audition or if the performer is not given employment in

the picture shall be calculated based on the day performer minimum.

“(c) Any sign-in sheet requirements in the Schedules are replaced with

the following:

“Producer shall maintain a record of performers who attend a

virtual interview or virtual audition, including the performer’s name, performer’s agent

(if any), whether the virtual interview or virtual audition was recorded, the actual call and

waiting time.

“(d) Any provisions in the Schedules regarding parking spaces/parking

costs do not apply.

“F. Other than a claim for payment in accordance with Section 47.E.(8) above,

all disputes arising out of Section 47.D. and Section 47.E. above shall first be submitted

to a Conciliation Committee, consisting of the SAG-AFTRA National Executive Director

(or the National Executive Director’s designee) and the President of the AMPTP (or the

President’s designee). In the event the Conciliation Committee is unable to reach a

resolution, the dispute shall be subject to grievance and arbitration. The time periods for

submitting a dispute arising out of Section 47.D. and Section 47.E. above, to grievance

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 19

and arbitration shall be tolled from the time the matter is submitted to the Conciliation

Committee until the Conciliation Committee’s determination on the matter is received by

the party bringing the grievance or arbitration.

“The Union agrees to a six (6) month moratorium on claims arising out of

Section 47.D. and Section 47.E. above, commencing [the first Sunday following

AMPTP’s receipt of notice of ratification]. Nevertheless, the Union shall notify a

Producer of any instances of non-compliance during this period so that the Producer can

make any necessary corrections.”

Make conforming changes, including modifications to the first sentence of the second

paragraph of Section 19.C. of Schedule B to provide that the obligation to obtain the

Union’s prior consent for videotaped interviews only applies to “in person” videotaped

interviews.

c. Casting Practices Meeting (Union Proposal No. 6.C.)

During the term of the Agreements, the Producers and SAG-AFTRA shall meet to

discuss differences in rates offered to performers for roles in various geographic markets.

10. Residuals – Advance Payment (Union Proposal No. 34)

a. Modify Section 18(d), and the first paragraph of Section 18(e) of the Television

Agreement, as follows:

“(d) Advance Payment of Residuals

“Each contract between the Producer and the performer shall contain a

separate provision for such additional compensation for reruns or foreign telecasts. There

shall be the following limitations on advance payment of residuals for television reruns or

foreign telecasts:

“(1) The Producer may not make any payment prior to the time of use

to: a) a day performer or term contract performer for reruns or foreign telecasts; and b)

any performer employed under a contract entered into on or after July 1, 2020 with

respect to residuals for broadcast syndication under a license agreement entered into on

or after July 1, 2020 pursuant to subparagraph 18(b)(2)g) above.

“(2) In all other circumstances, the performer may agree to an advance

payment for reruns or foreign telecasts provided the advance payment is separately listed

and is paid in addition to the salary, which is separately and specifically set forth as

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 20

salary (not including advances) in the performer’s contract and, provided further, that the

salary at which advance payments which are additional for network prime time reruns is

permitted shall be no less than the following:

Program Length Salary Per Week or Per Episode

½ hour $8,000 ($9,500 effective for contracts entered

into on or after [insert date that is the first

Sunday that is one year after the AMPTP

receives notice of ratification])

1 hour or longer $11,000 ($12,500 effective for contracts

entered into on or after [insert date that is the

first Sunday that is one year after the AMPTP

receives notice of ratification])

“(3) Other. For all other residual purposes (e.g., syndication, non-

prime-time network, theatrical and foreign), the salary at which advance payment is

permitted shall be $9,000 per week or per episode ($9,500 or more per week or per

episode ($11,000 for contracts entered into on or after [insert date that is the first Sunday

that is one year after the AMPTP receives notice of ratification] 2018).

“(4) Notwithstanding the foregoing, the Producer shall be limited to

treating up to fifteen percent (15%) of initial compensation as an advance payment of

residuals for a performer guaranteed less than $75,000 per week or per episode under a

contract entered into on or after [insert date that is the first Sunday that is one year after

the AMPTP receives notice of ratification]. Except as otherwise provided in this

Agreement, Producer may bargain freely with all other performers with respect to the

advance payment of residuals.

“(5) a) Each contract between the Producer and the performer that

is entered into prior to January 1, 2024 or [insert date that is the first Sunday 60 days

after the AMPTP receives notice of ratification], whichever is later, shall contain a

separate provision for the advance payment of residuals.

“b) Each contract between the Producer and the performer that

is entered into on or after January 1, 2024 or [insert date that is the first Sunday 60 days

after the AMPTP receives notice of ratification], whichever is later, shall contain a

separate rider that states the amount of the advance payment of residuals. (Producer may

satisfy the foregoing obligation by setting forth the amount of the advance payment in a

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 21

writing signed by the performer that is separate from the performer’s contract of

employment.)

“(e) (1) Effective for advance payments of residuals under contracts

entered into prior to January 1, 2024 or [insert date that is the first Sunday 60 days after

the AMPTP receives notice of ratification], whichever is later:

“All payments of additional compensation for reruns, theatrical

exhibition or foreign telecasts shall be made promptly by check, payable to the order of

the performer entitled thereto, and if not initially paid to the performer, shall be delivered

to SAG-AFTRA for forwarding to such performer and compliance herewith shall

constitute payment to the performer. Upon such delivery, Producer shall have no further

obligation with respect to such payment nor shall Producer have any right, title or interest

in or to such payment. The Producer shall accompany such checks with a statement of

the title of the film and the use for which such payment is made.

“(2) Effective for advance payments of residuals under contracts

entered into on or after January 1, 2024 or [insert date that is the first Sunday 60 days

after the AMPTP receives notice of ratification], whichever is later:

“All payments of additional compensation for reruns, theatrical

exhibition or foreign telecasts shall be made promptly by check, payable to the order of

the performer entitled thereto, and shall be delivered to SAG-AFTRA for forwarding to

such performer and compliance herewith shall constitute payment to the performer.

Upon such delivery, Producer shall have no further obligation with respect to such

payment nor shall Producer have any right, title or interest in or to such payment. The

Producer shall accompany such checks with a statement of the title of the film and the use

for which such payment is made. (Producer may satisfy the foregoing obligation by

direct deposit in the performer’s account, provided that the performer authorized direct

deposit, the Producer separately notifies the performer of the advance payment made by

direct deposit and the Producer provides notice to SAG-AFTRA in its residuals reports of

the amount of the advance payment.)

* * * *”

b. Modify Section 19(d)(2) of the Television Agreement, as follows:

“(d) Limitation on advance payment of theatrical release compensation:

“(1) The Producer may not make any payment to a day performer or

term contract performer for theatrical exhibition at a time prior to the time of such

theatrical exhibition.

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 22

“(2) As to all other performers, when the salary for the performer’s

services provided in the performer’s contract is $9,000 per week or per episode ($9,500

or more per week or per episode ($11,000 for contracts entered into on or after [insert

date that is the first Sunday that is one year after the AMPTP receives notice of

ratification]2018), the performer may agree to an advance payment for theatrical

exhibition, provided that the Producer fulfills the documentation and payment obligations

set forth in Sections 18(d)(5) and (e) above for the advance payment of residuals. ,

provided the same is separately stated and is paid in addition to such salary provided in

the performer’s contract.

* * * *”

c. Note that the modifications above in this Item 10.a. and b. also apply to High Budget

SVOD Programs.

11. High Budget SVOD Residuals (Union Proposal No. 20; Producers’ Proposal No. 26.c.)

a. Eliminate “grandfathering” as provided in Paragraph E.1.(a) (for programs that were

“grandfathered” and subject to the terms of the 2014 Codified Basic

Agreement/Television Agreement or the 2011 Codified Basic Agreement/Television

Agreement) and Paragraph E.2. (for programs or series budgeted at less than $1,300,000

for a 20-35 minute program or less than $2,500,000 for a 36-65 minute program and

subject to the terms of the 2017 Codified Basic Agreement/Television Agreement) of

Sideletter 21 to the Codified Basic Agreement and Sideletter H to the Television

Agreement for any new season for which principal photography of the first episode of the

season commences on or after the first Sunday following the AMPTP’s receipt of notice

of ratification.

b. Residual for Use on the Domestic SVOD Platform on Which the High Budget SVOD

Program Was Initially Exhibited

Modify the residual formula for use of a High Budget SVOD Program on the domestic

SVOD platform on which the High Budget SVOD Program was initially exhibited as

follows:

i. Collapse Subscriber Tiers 1 and 2 into Subscriber Tier 3, so that the lowest

Subscriber Tier consists of fewer than 20 million domestic subscribers. (Applies

only to High Budget SVOD Programs that commence principal photography on or

after July 1, 2024.)

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 23

ii. Increase the percentages for Exhibition Years 8 and 9 to 10%, and the percentages

for Exhibition Years 10, 11 and 12 to 5%. (Applies to all High Budget SVOD

Programs that commence principal photography under the 2023 Codified Basic

Agreement/Television Agreement.)

c. Applicable Ceiling for High Budget SVOD Programs

Increase the applicable ceilings in Paragraph E.5.(a)(ii) of Sideletter No. 21 to the

Codified Basic Agreement and Sideletter H to the Television Agreement by two and one-

half percent (2.5%) effective the first Sunday following the AMPTP’s receipt of notice of

ratification.

d. Residual for Use on Foreign SVOD Platform Related to/Affiliated With Domestic SVOD

Platform on Which the HB SVOD Program Was Initially Exhibited

i. Application

(1) Modifications are limited to High Budget SVOD Programs or episodes of a High

Budget SVOD series that commence principal photography on or after the first

Sunday following the AMPTP’s receipt of notice of ratification (other than a

season of a High Budget SVOD series that was “grandfathered” and continues to

be subject to the terms of the 2017, 2014 or 2011 Codified Basic

Agreement/Television Agreement, as described in Item 11.a above).

(2) Modifications apply only to situations in which a fixed residual applies under the

2020 Codified Basic Agreement/Television Agreement for use of a High Budget

SVOD Program on a foreign SVOD platform related to/affiliated with the

domestic SVOD platform on which the High Budget SVOD Program was initially

exhibited (which also covers use on unrelated/unaffiliated foreign SVOD

platforms), i.e.:

(a) The domestic SVOD platform has over 45 million subscribers in the U.S. and

Canada and the license is for more than 15% of the value of all foreign

markets; or

(b) The domestic SVOD platform has 45 million or fewer subscribers in the U.S.

and Canada and the license is for “worldwide” rights.

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 24

ii. Modify the residual formula in Paragraph E.5.(a)(iii)(A)1) of Sideletter No. 21 to the

Codified Basic Agreement and Sideletter H to the Television Agreement (the “foreign

fixed High Budget SVOD residual”) so that the residual is calculated as follows:

Total Actual Compensation Up to the Applicable Ceiling as per Paragraph E.5.(a)(ii)

Exhibition Year Percentage as per Paragraph E.5.(a)(ii)(A)

Foreign Subscriber Factor (NEW – see chart below)

For High Budget SVOD Programs that commence principal photography on or

after the first Sunday following the AMPTP’s receipt of notice of ratification

(other than a season of a High Budget SVOD series that was “grandfathered” and

continues to be subject to the terms of the 2017, 2014 or 2011 Codified Basic

Agreement/Television Agreement, as described in Item 11.a. above):

Subscriber Tier Foreign Subscribers Subscriber

Factor

Fewer than 20 million

47%

2 20 million to 45 million 60%

3 More than 45 million but

fewer than 75 million

75%

4 75 million or more 90%

iii. Payment of the foreign fixed High Budget SVOD residual continues to cover

worldwide use of the High Budget SVOD Program on all foreign subscription

consumer pay platforms for the applicable exhibition year.

iv. Determination of Domestic and/or Foreign Subscriber Tier

(1) Revise Paragraph E.7.(b) of Sideletter No. 21 to the Codified Basic Agreement

and Sideletter H to the Television Agreement and the unpublished Sideletter re:

“Bundled” Subscription Consumer Pay Platforms to clarify that as to “bundled”

subscription consumer pay platforms, these provisions apply to the determination

of the applicable subscriber tier under the Codified Basic Agreement/Television

Agreement, rather than the number of subscribers.

(2) Conform Paragraph E.7.(b) of Sideletter No. 21 to the Codified Basic Agreement

and Sideletter H to the Television Agreement and the unpublished Sideletter re:

“Bundled” Subscription Consumer Pay Platforms so that the applicable foreign

subscriber tier for “bundled’ subscription consumer pay platforms shall be

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 25

determined in the same manner as the domestic subscriber tier. Conform the

remainder of Paragraph E.7. of Sideletter No. 21 to the Codified Basic Agreement

and Sideletter H to the Television Agreement so that the number of foreign

subscribers to a non-“bundled” subscription consumer pay platform is determined

in the same manner as the number of domestic subscribers.

e. Modify Paragraph E.4.(e)(i) of Sideletter No. 21 to the Codified Basic Agreement and

Sideletter H to the Television Agreement to eliminate the Producers’ ability to credit

amounts in excess of 65% of minimum against any other compensation due to a series or

term contract performer for contracts entered into on or after the first Sunday following

the AMPTP’s receipt of notice of ratification.

(See contract language attached as Exhibit A, including housekeeping clarification that

residuals under Section 18(b)(2)g) concerning broadcast syndication sales of a High Budget

SVOD Program under a license agreement entered into on or after July 1, 2020 are not

subject to advance payment for a performer whose contract is entered into on or after July 1,

2020.)

12. Success Bonus for High Budget SVOD Programs (Union Proposal No. 23)

Add a new subparagraph 5.1 to Paragraph E of the Sideletter re Programs Made for New

Media of the Codified Basic Agreement and the Television Agreement to provide as follows:

“5.1 Success Bonus

“The following is effective for a season of a High Budget SVOD series, a High

Budget SVOD multi-part, closed-end series or a one-time High Budget SVOD

Program that is initially exhibited on an SVOD Service on or after January 1, 2024.

“Producer shall pay a success bonus as provided herein when a season of a High

Budget SVOD series or a High Budget SVOD multi-part, closed-end series or a one-

time High Budget SVOD Program meets the ‘success metric’ set forth in

subparagraph (a) below (hereinafter ‘Qualifying Project’) based on its exhibition on

the SVOD service for which it was made (‘SVOD Service.’).

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 26

“(a) Definition of ‘Success Metric’

“The ‘success metric’ is met when the total number of ‘domestic views’ (see

definition in subparagraph (b) below) divided by the total number of domestic

subscribers

to the SVOD Service is twenty percent (20%) or more.

“Success Metric Calculation = # Domestic Views

# Domestic Subscribers

“(b) Definition of ‘Domestic Views’

“The number of ‘domestic views’ of a season of a High Budget SVOD series

or a High Budget SVOD multi-part, closed-end series is calculated by

dividing the total hours streamed domestically during the first ninety (90) days

after each episode in the season of a High Budget SVOD series or each part of

a High Budget SVOD multi-part, closed-end series is made available on the

SVOD Service by the total runtime of all episodes in the season or of all parts

of a multi-part, closed-end series.

“For a one-time High Budget SVOD Program, the number of ‘domestic

views’ is calculated by dividing the total hours streamed domestically on the

SVOD Service during the first ninety (90) days after the one-time High

Budget SVOD Program is made available on the SVOD Service by the total

runtime of the High Budget SVOD Program.

“(Both the hours streamed and the runtime are determined by rounding to the

nearest one-tenth (1/10

) hour.)

Producer may rely on the determination by the SVOD Service whether the ‘success metric’ has been met for any

High Budget SVOD Program. Subparagraph (f) is the sole mechanism for the Union (and the SBDF) to verify or

obtain information about the success bonus or its calculation.

For purposes of determining the success bonus, the SVOD

Service shall determine the number of domestic

subscribers as of July 1st of each year of the Agreement. The SVOD Service shall apply that number when the first

episode of the season, the first part of a multi-part, closed-end series or the High Budget SVOD Program is first

made available on the SVOD Service on or after July 1

of the measuring year but not later than June 30

of the

following year. Likewise, the SVOD Service shall ma

ke a separate determination of the number of domestic

subscribers for each subsequent Exhibition Year as of July 1

of each year of the Agreement by applying that

number

when the first day that the first episode of that season, first part of a multi-part, closed-end series or High

Budget SVOD Program is made available in any second or subsequent Exhibition Year on or after July 1

of the

measuring year but no later than June 30

of the following year. For example, if an SVOD Service h

as 25 million

domestic subscribers as of July 1, 2023 and makes the first episode of the first season of a High Budget SVOD

series available on March 1, 2024, the applicable number of domestic subscribers is 25 million for purpose of

calculating the success bonus for that season of the series. It is understood by the parties that the foregoing applies

in lieu of Paragraph E.7(a) of this Sideletter.

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 27

“Domestic Views = Total Hours Streamed Domestically in 1st 90 Days

Total Runtime (in hours)

“(c) Subsequent Year Eligibility

“Eligibility for the success bonus shall also be determined for each subsequent

Exhibition Year as defined in Paragraph 5(a)(ii)(A). The formula for

determining eligibility is the same as provided in paragraphs (a) and (b)

above, except that the number of total hours streamed is counted for the first

ninety (90) days of the subsequent Exhibition Year.

“(d) The total amount of the success bonus for a Qualifying Project shall be a sum

equal to one hundred percent (100%) of the applicable fixed High Budget

SVOD residual for the applicable Exhibition Year that would be payable to

each performer otherwise entitled to residuals on the Qualifying Project. (The

success bonus shall include the foreign fixed High Budget SVOD residual for

any service that pays based on the fixed residual.)

“Producer shall make payment of the success bonus in accordance with the

following:

“(i) Seventy-five percent (75%) of the total amount of the success bonus

shall be paid to those performers entitled to residuals on any

Qualifying Project. Producer shall be responsible for payment of

health and pension/retirement contributions due thereon, up to the

applicable contribution cap for each performer, to the SAG-AFTRA

Health Plan and the SAG Pension Plan or the AFTRA Retirement

Fund, as applicable.

“(ii) The remaining twenty-five percent (25%) of the total amount of the

success bonus plus an amount equal to the health and

pension/retirement contributions, up to the applicable contribution cap,

that would have been payable on behalf of each performer paid a

success bonus pursuant to subparagraph (d)(i) above had the remaining

twenty-five percent (25%) of the total amount of the success bonus

been paid to those performers shall be paid to the SAG-AFTRA --

Producers Success Bonus Distribution Fund (‘SBDF’), as described in

subparagraph (g) below. (Any performer who received a success bonus

payment pursuant to subparagraph (d)(i) above shall have no right or

entitlement to the SBDF Payment or any portion thereof, and shall not

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 28

receive any health or pension/retirement credit as a result of the SBDF

Payment or any portion thereof, except as otherwise may be

determined by the SBDF as provided in subparagraph (g) below.)

“In no event shall the requirement to pay part of the success bonus

plus the amount specified above in health and pension/retirement

contributions to the SBDF result in the Producer being required to pay

more in the aggregate (to the performers on a Qualifying Project under

subparagraph (d)(i) above and to the SBDF) than if it had paid 100%

of the success bonus to performers on a Qualifying Project, plus health

and pension/retirement contributions thereon, up to the applicable

contribution cap.

“Producer shall submit a report to the SBDF in connection with any

payment made under this subparagraph (d)(ii) which shall include the

following information: (1) identification of the title (and season, if

applicable) of any Qualifying Project; and (2) the amount paid to the

SBDF.

“(iii) Producer shall not be required to make any IACF contributions on

payments made under subparagraph (d)(i) or (ii) above or any

distributions of SBDF funds under subparagraph (g) below.

“The foregoing payments shall be due sixty (60) days after the end of the

calendar quarter in which the ninety (90) day measuring period for domestic

views is completed, except as otherwise provided in subparagraph (g) below.

“(e) Example: Program XYZ is a High Budget SVOD series with ten (10)

episodes in its second season that are each 35 minutes in length. All episodes

were first made available on the SVOD Service on [insert date that is after the

first Sunday following the AMPTP’s receipt of notice of ratification and on or

after January 1, 2024]. At all relevant times, the SVOD Service has fifty

million (50,000,000) domestic subscribers and eighty million (80,000,000)

foreign subscribers on a worldwide basis. Collectively, all episodes of the

second season of Program XYZ had seventy million (70,000,000) hours

streamed domestically in the first ninety (90) days after the episodes were

made available on the SVOD Service.

"To determine whether the second season of Program XYZ qualifies for a

success bonus in its first Exhibition Year, the total number of domestic views

is determined by dividing the total number of domestic hours streamed of all

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 29

episodes in the second season (seventy million (70,000,000) hours) by the

total runtime in hours of the second season (5.8 hours rounded as provided

herein). The ‘success metric’ is then determined by dividing the total number

of domestic views (70,000,000/5.8 hours) by the total number of domestic

subscribers (50,000,000).

Domestic Views = Total Domestic Hours Streamed = 70M

Total Runtime (in hours) 5.8

Success Metric = Domestic Views

Total Number of Domestic Subscribers

= [70M hours ÷ 5.8 hours] ÷ 50M domestic subscribers

= 0.241 (24.1%), which is greater than the twenty percent (20%) threshold for

payment and would, therefore, trigger payment of the success bonus.

“(f) Should the Union provide written notice to the SVOD Service and the

Producer that it disputes whether a High Budget SVOD Program qualifies for

a success bonus, the dispute shall be submitted promptly to a third party

jointly chosen by the SVOD Service and the Union for determination by audit

(or other procedure determined by the third party) (hereafter ‘audit’). The

audit shall be for the sole purpose of verifying to the Union, the SBDF, the

SVOD Service and the Producer whether the season of the High Budget

SVOD series, the High Budget SVOD multi-part, closed-end series or one-

time High Budget SVOD Program is entitled to a success bonus (‘yes/no’).

The third party must execute a confidentiality agreement approved by the

SVOD Service. The Union and the SVOD Service shall evenly split the costs

and fees associated with any such audit. The Union (and the SBDF) shall not

be entitled to obtain information about the number of domestic subscribers,

the hours streamed domestically, the running time or the ‘success metric’ of

the High Budget SVOD Program.

“The Union retains any and all rights to pursue grievance and arbitration as

provided in the Agreement should a Producer fail to pay the success bonus

within sixty (60) days after the third party confirms that such a bonus is due.

“Any dispute by the SBDF concerning the success bonus or its calculation

shall be referred to the Union, the Producer and the SVOD Service. The

SBDF shall have no independent right to initiate an audit as provided herein

or to verify or obtain information about the success bonus or its calculation.

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 30

“(g) Success Bonus Distribution Fund

“(i) The parties acknowledge and agree that distribution of SBDF funds is

a matter of mutual concern that is not susceptible to resolution within

the collective bargaining process. Accordingly, the parties agree to

establish a jointly-administered SAG-AFTRA—Producers Success

Bonus Distribution Fund (‘SBDF’ or the ‘Fund’) as described herein,

provided that:

“(A) A legal opinion is issued by counsel chosen by the Producers

that the SBDF falls within one of the exceptions to Section

302(c) of the Labor Management Relations Act (LMRA) (29

U.S.C. §186 (Restrictions on Financial Transactions));

“(B) The SBDF is structured 1) to preserve the Producer’s ability to

deduct as a business expense all Fund payments to performers,

including any portion of the success bonus and health and

pension/retirement contributions and 2) to fulfill all tax, benefit

contribution and other obligations that otherwise would be

owed by Producer on account of any such Fund payments.

“(ii) The SBDF will be governed by a Board of Trustees, consisting of

three Trustees and one Alternate Trustee appointed by the AMPTP and

three Trustees and one Alternate Trustee appointed by SAG-AFTRA.

The AMPTP shall have the sole authority to appoint and remove any

Trustee representing the AMPTP. SAG-AFTRA shall have the sole

authority to appoint and remove any Trustee representing SAG-

AFTRA.

All actions of the Board shall be determined by a majority of the

Directors present and voting at any duly noticed meeting of the Board,

unless any Trustee calls for a unit vote, in which case the AMPTP-

appointed Trustees shall have one vote and the SAG-AFTRA Trustees

shall have one vote. Alternate Trustees may not vote at such meetings

unless attending in place of a Trustee who is unable to attend.

“(iii) The Board of Trustees will be charged with the oversight of

administration of the SBDF and the distribution of funds payable to

the SBDF pursuant to the terms of the Codified Basic Agreement and

the Television Agreement.

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 31

“(iv) Subject to the limitations on the auditing rights of the SBDF as set

forth in subsection (f) above, the Board of Trustees shall develop

guidelines that will be applied to determine whether a Producer has

failed to make a required SBDF Payment on a Qualifying Project on a

timely basis and to take appropriate enforcement actions to collect any

SBDF Payment that may be due.

“(v) The Board of Trustees will develop and approve distribution

guidelines that will be applied to determine how the money remitted

into the SBDF will be distributed to performers employed by

Producers that pay into the SBDF on High Budget SVOD Programs

covered by the Codified Basic Agreement or Television Agreement. It

is understood that funds contributed on behalf of Qualifying Projects

produced by a particular Producer will only be distributed to

performers employed by that Producer on a High Budget SVOD

series, High Budget SVOD multi-part, closed-end series or one-time

High Budget SVOD Program.

“(vi) The Board of Trustees shall be authorized to (A) retain a reasonable

portion of the fund remitted each year to pay for administrative costs,

(B) enter into agreements with third parties to perform distribution and

payroll services, (C) withhold income tax, remit payroll taxes, make

health and pension/retirement contributions up to the applicable

contribution cap, and perform any other functions required of an

employer of record, and (D) obtain necessary data from, and provide

necessary data to, the applicable benefit plans, including data

necessary to determine the application of contribution caps.

“(vii) Producer shall be required to make payments to the SBDF as provided

herein beginning sixty (60) days after the AMPTP receives notice that

the SBDF is fully operational consistent with the provisions of this

subparagraph (g) and the Trustees have adopted guidelines for the

distribution of the funds as provided herein. No payment to the SBDF

shall be required before then.

“(viii) The SBDF will, directly or through a third party administrator, issue

bonus payments to individual performers in accordance with the

guidelines approved by the Trustees, issue health and

pension/retirement contributions up the applicable contribution cap on

those bonus payments and provide tax and other reporting to those

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 32

performers as necessary and approved by the Board of Trustees. The

SBDF will distribute such payments with a frequency and on a

timetable to be determined by the Board of Trustees. The Fund shall

be solely responsible for any and all tax obligations and health and

pension/retirement obligations as a result of any bonus payment

distributed by the Fund.

“(ix) The SBDF shall issue an annual report to each contributing Producer,

the Union and the AMPTP detailing, at a minimum, the following:

(A) the amount of money remitted to the SBDF during the fiscal or

calendar year; (B) the amount of money distributed by the SBDF; (C)

information identifying the projects on which performers receiving a

distribution from the SDBF were employed; (D) the number of

performers who received distributions from the SBDF; and (E) the

amount of health and pension/retirement contributions made by the

SBDF.

“(x) The Codified Basic Agreement and the Television Agreement, as well

as the Trust Agreement, will be revised to include appropriate

language vesting discretion over the distribution of funds exclusively

in the Trustees and specifying that no individual has any ownership

interest or right in any funds or monies pursuant to this provision

except as determined pursuant to the distribution guidelines of the

SBDF.”

Make conforming changes, including by modifying Paragraph E.1.(a).

13. Data Transparency (Union Proposal No. 23)

The Union and the undersigned Producers agree to enter into the following letter agreement:

“Re: Data Transparency

“Dear Duncan:

“During the 2023 negotiations, the undersigned Producers (hereinafter collectively

‘Producers’) agreed that their related or affiliated SVOD services (viz., Amazon Prime

Video, Apple TV+, Disney+, Hulu, Max, Netflix, Paramount+ and Peacock) (each

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 33

hereinafter referred to as a ‘related/affiliated SVOD service’) will provide the following

viewership information to the Union:

“Commencing [the date that is the start of the first calendar quarter following the AMPTP’s

receipt of notice of ratification of the 2023 Codified Basic Agreement and Television

Agreement (“2023 Agreements’)], and subject to a confidentiality agreement satisfactory to

the related/affiliated SVOD service, the related/affiliated SVOD service shall, within ninety

(90) days of the expiration of each calendar quarter, provide the following information for

each High Budget SVOD Program covered under the 2023 Agreements or any prior

agreement that was made for that related/affiliated SVOD service:

“the total number of hours streamed on the related/affiliated SVOD service in the United

States and Canada during the preceding calendar quarter;

“the total number of hours streamed outside the United States and Canada during the

preceding calendar quarter, to the extent such information is available to the

related/affiliated SVOD service; and

“the running time of the High Budget SVOD Program

“(collectively referred to hereinafter as ‘Confidential Viewership Information’).

“Confidential Viewership Information shall be provided to the Union pursuant to the

following procedure:

“The Union shall designate its employees, officers, directors or agents (hereinafter

‘designated representatives’) who will have access to this Confidential Viewership

Information, provided that each designated representative executes and returns the mutually-

agreed upon confidentiality agreement to the related/affiliated SVOD service in advance of

disclosure to any of them.

“In no event shall the confidentiality agreement prohibit the Union from communicating

internally or with its members with regard to the Confidential Viewership Information,

provided that, in the course of doing so, the Union shall limit such disclosure to presenting

information in a summary form which aggregates the Confidential Viewership Information

on an overall industry level, makes no reference to any Confidential Viewership Information

on which it is based, makes no reference to any Confidential Viewership Information with

regard to an individual program, series, serial, multi-part, closed-end series, producer,

distributor, streaming service, network, retailer or exhibitor company (or a related or

affiliated entity thereof) or any transaction involving same and contains no information from

which the identity of any individual program, series, serial, multi-part, closed-end series,

writer, producer, distributor, streaming service or exhibitor company (or a related or

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 34

affiliated entity thereof) or any transaction involving the same could reasonably be

ascertained.

“Because of the particularly sensitive nature of the Confidential Viewership Information, the

Union agrees to grant access to the Confidential Viewership Information only to a limited

number of individuals whose access to the Confidential Viewership Information is essential

for the Union’s use of this information, but not to exceed six (6) in number.

“The Confidential Viewership Information shall be provided in an electronic format, such as

an Excel spreadsheet, to [insert name of one of the Union’s designated representatives]

through secure, password-protected means. The Union’s designated representatives agree to

maintain the Confidential Viewership Information in a secure manner, protected by password

and inaccessible to anyone other than its designated representatives.

“The Union may request that an audit (or other agreed-upon procedure) (hereafter ‘audit’) of

the Confidential Viewership Information be conducted by a third party jointly chosen by the

related/affiliated SVOD service and the Union solely for the purpose of verifying the

accuracy of the information provided by the related/affiliated SVOD Service. The third party

must execute a confidentiality agreement approved by the related/affiliated SVOD Service.

The Union shall be responsible for bearing all costs and fees associated with any such audit.

“This agreement shall expire at the end of the term of the 2023 Agreements.”

[SIGNATURE BLOCKS OF UNION AND PRODUCERS OMITTED]

14. High Budget AVOD Programs (Union Proposal No. 21)

Add a new Paragraph F. for “High Budget AVOD Programs” to Sideletter H to the

Television Agreement and Sideletter 21 to the Codified Basic Agreement as provided below

(and reletter the existing Paragraph F. and subsequent Paragraphs accordingly).

“F. ‘High Budget’ New Media Productions Made for Initial Exhibition on a Free-

To-The-Consumer Advertiser-Supported New Media Platform.

“The terms and conditions in this Paragraph F. apply to programs that satisfy the

definition of a ‘High Budget AVOD Program’ (as set forth in subparagraph 1. below)

which commence principal photography on or after [the first Sunday following the

AMPTP’s receipt of notice of ratification], except that in the case of a series, this

Paragraph F. shall not apply to any season for which principal photography of the

first episode of the season commences prior to [the first Sunday following the

AMPTP’s receipt of notice of ratification]. Instead, the season shall continue to be

subject to the terms and conditions of Paragraph B. or D. of Sideletter No. 21 to the

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 35

2020 Codified Basic Agreement or Sideletter H to the 2020 Television Agreement, as

applicable.

“The Producer shall not reduce those terms and conditions of employment which

were previously provided to SAG-AFTRA-represented employees pursuant to an

individual negotiation between the Producer and the employee on programs or series

covered by this Paragraph F.

“1. ‘High Budget AVOD Programs’ Defined

“Except as otherwise provided herein, the terms and conditions set forth in

Paragraph F. of this Sideletter shall be applicable only to dramatic live action

New Media productions made for initial exhibition on a free-to-the-consumer

advertiser-supported New Media platform which meet the following ‘high

budget’ criteria (hereinafter ‘High Budget AVOD Programs’):

Length of Program as Initially

Exhibited

‘High Budget’ Threshold

20-35 Minutes $1,030,000 or more

36-65 Minutes $1,750,000 or more

66 Minutes or more $3,000,000 or more

* Programs less than 20 minutes are not considered ‘high budget’ for purposes of

Paragraph F. of this Sideletter.

“2. Compensation

“Minimum initial compensation for performers and covered background

actors employed on a High Budget AVOD Program shall be the applicable

rates under the 2023 SAG-AFTRA Television Agreement.

“3. Other Terms and Conditions

“Except as otherwise provided herein, the terms and conditions applicable to

High Budget AVOD Programs shall be those applicable under the Producer –

SAG-AFTRA Codified Basic Agreement of 2023 and the 2023 SAG-AFTRA

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 36

Television Agreement to dramatic programs made for basic cable, subject to

the following clarifications and modifications:

“(a) A High Budget AVOD Program between 20 and 35 minutes in length

shall be treated as a 30-minute program; a High Budget AVOD

Program between 36 and 65 minutes shall be treated as a 60-minute

program; a High Budget AVOD Program between 66 and 95 minutes

shall be treated as a 90-minute program; and a High Budget AVOD

Program 96 minutes or longer shall be treated as a 120-minute

program.

“(b) The Schedule breaks shall be those in the Producer – SAG-AFTRA

Codified Basic Agreement of 2020 as of June 30, 2023.

“(c) The salary thresholds in Section 14(b) shall be those in the 2020 SAG-

AFTRA Television Agreement.

“(d) The provisions of Section 18(d) and Section 19(d) of the 2020 SAG-

AFTRA Television Agreement shall apply in lieu of Section 18(d) and

Section 19(d) of the 2023 SAG-AFTRA Television Agreement.

“It is understood that the advance payment of residuals provision in

Section 18(d) of the Television Agreement allows the crediting of all

residuals payable for the reuse of a High Budget AVOD Program

(other than residuals under Section 18(b)(2)g) concerning broadcast

syndication sales of a High Budget AVOD Program), regardless of

whether the residuals are a fixed or percentage payment.

“(e) The provisions of Section 23 of the 2020 SAG-AFTRA Television

Agreement as of July 1, 2020 shall apply in lieu of Section 23 of the

2023 SAG-AFTRA Television Agreement.

For purposes of determining the applicable compensation and other terms and conditions under

Paragraph F. of this Sideletter, the parties agree that an episode of a High Budget AVOD series

may exceed the “program length” which applies to a typical episode of the series by up to three

(3) minutes without becoming subject to the terms and conditions applicable to the next highest

program length. (For example, if a typical episode of a High Budget AVOD series falls in the

20-35 minute category, a given episode of such series which is 38 minutes in length will still be

subject to the compensation and terms and conditions applicable to a program between 20 and 35

minutes in length.)

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 37

“(f) The provisions of Section 24 of the 2020 SAG-AFTRA Television

Agreement shall apply in lieu of Section 24 of the 2023 SAG-AFTRA

Television Agreement.

“(g) Reuse of Photography or Sound Track

“(i) Promotional reuse of photography or sound track from a High

Budget AVOD Program in all media shall be governed

exclusively by the provisions of the Sideletter Re: Exhibition

of Motion Pictures Transmitted Via New Media relating to

promotional use.

“(ii) Non-Promotional Reuse of Photography or Sound Track

“(A) Non-Promotional Reuse of Photography or Sound

Track in New Media

“1) For non-promotional reuse of photography or

sound track from one episode of a High Budget

AVOD series in another episode of the same

series, Section 36 of the Television Agreement

shall apply.

“2) For any other non-promotional reuse of

photography or sound track of a High Budget

AVOD Program in New Media, the reuse

provisions of Section 3 of the Sideletter Re:

Exhibition of Motion Pictures Transmitted Via

New Media shall apply (i.e., the High Budget

AVOD Program shall be treated as a ‘television

motion picture’ for purposes of such

provisions).

“(B) Non-Promotional Reuse of Photography or Sound

Track Other than in New Media

Section 36 of the Television Agreement shall apply to

the reuse of photography or sound track from a High

Budget AVOD Program in any medium other than New

Media (e.g., in traditional media), except that the

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 38

performer may agree to reuse at the time of

employment, if bargaining is required.

“(iii) In no event shall the Producer be required to bargain and/or

make payment for reuse of photography or sound track from a

High Budget AVOD Program if it would not be required to do

so under Section 36 of the Television Agreement or the

Sideletter Re: Exhibition of Motion Pictures Transmitted Via

New Media.

“(h) In recognition that programs made for New Media involve a new and

evolving form of production and may not be subject to the same

production model as applies to traditional television motion pictures,

thereby rendering possible the use of alternative preparation and

shooting methods and schedules, the Union agrees to consider in good

faith requests for waivers to facilitate the use of such alternative

methods and schedules on High Budget AVOD Programs when

appropriate.

“4. Reuse

“The provisions below apply to the reuse of High Budget AVOD Programs.

“(a) Initial compensation for a High Budget AVOD Program shall

constitute payment for a twenty-six (26) consecutive week period of

use on any free-to-the-consumer advertiser-supported new media

platform, commencing with the first day that the High Budget AVOD

Program is available on any free-to-the-consumer advertiser-supported

new media platform.

“(b) For all uses of a High Budget AVOD Program on any free-to-the-

consumer advertiser-supported platform beyond the twenty-six (26)

consecutive week period, the Producer shall pay a residual equal to

6.0% of the ‘Distributor’s gross,’ as defined in Paragraph 4 of the

‘Sideletter re Exhibition of Motion Pictures Transmitted Via New

Media,’ attributable to the period beyond the twenty-six (26)

consecutive week use period, plus pension and health or health and

retirement contributions, as applicable.

“It is understood that ‘Distributor’s gross’ does not include advertising

revenues received by the free-to-the-consumer advertiser-supported

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 39

platform unless the license, distribution or other agreement between

the Producer and the free-to-the-consumer advertiser-supported

platform provides for sharing in such revenues for exhibition of the

High Budget AVOD Program.

“(c) For exhibition of a High Budget AVOD Program on any consumer pay

new media platform, the Producer shall make a residual payment equal

to 3.6% of ‘Distributor’s gross’ as defined in Paragraph 4 of the

‘Sideletter re Exhibition of Motion Pictures Transmitted Via New

Media.’ Such payment shall include health contributions to the SAG-

AFTRA Health Plan and pension contributions to the SAG Pension

Plan or retirement contributions to the AFTRA Retirement Fund, as

applicable.

“(d) For use of a High Budget AVOD Program in traditional media (e.g.,

theatrical exhibition, free television, basic cable, pay television, home

video), the Producer shall pay residuals under existing Television

Agreement formulas, including Section 18(b)(2)g) concerning

broadcast syndication sales of a High Budget AVOD Program under a

license agreement entered into on or after July 1, 2020.

“(e) Residuals payable for High Budget AVOD series under this Paragraph

F. that are calculated as a percentage of ‘Distributor’s gross’ shall be

distributed among performers according to the 3-2-1 ratable

distribution formula in Section 18.2 of the SAG-AFTRA Television

Agreement. Residuals payable for all other High Budget AVOD

Programs that are calculated as a percentage of ‘Distributor’s gross’

shall be distributed among performers according to the time and salary

units formula provided in Section 5.2.B. of the General Provisions of

the SAG-AFTRA Codified Basic Agreement.”

Make conforming changes.

15. Diversity (Union Proposal No. 10)

a. Protected Access to Healthcare Without Restriction (Union Proposal No. 10.A.)

The Union and the Producers agree to recommend to the Trustees of the IACF that,

subject to legal review by counsel to the IACF, the IACF award a grant to the

Entertainment Community Fund for the purpose of creating a travel benefit (or expanding

its existing travel benefit in the case of reproductive healthcare) that would reimburse the

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 40

cost of travel, up to reasonable limits determined by the Trustees, to specified states

where gender affirming healthcare services and/or reproductive healthcare services are

available for any SAG-AFTRA-covered performer or SAG-AFTRA-covered background

actor who does not qualify for benefits under the SAG-AFTRA Health Plan and who is

working under the Codified Basic Agreement or the Television Agreement in a

jurisdiction where access to such care is limited or prohibited.

Additionally, the Union and the Producers agree to recommend to the Trustees of the

SAG-AFTRA Health Plan that the Health Plan expand the current travel benefit related to

reproductive healthcare to cover gender affirming care, subject to the exercise of their

duties of due diligence and prudent decision-making.

b. Translation (Union Proposal No. 10.B.)

Modify Section 52 of the Codified Basic Agreement (and make conforming changes to

Section 77 of the Television Agreement) as follows:

“52. TRANSLATION

“Performer may not be required, at any time, to translate dialogue, whether it is

dialogue for the performer or for another performer,'s dialogue into any language other

than that in which a script is written, including for auditions, interviews or tests.

However, performer may bargain separately for such non-covered services.

c. Stunt Doubling (Union Proposal No. 10.C.)

Modify Section 26.A.(5)(b) of the General Provisions of the Codified Basic Agreement as

follows:

“(5) When applicable, and with due regard to the safety of the

individuals, cast and crew, women and minorities qualified stunt performers shall be

considered for doubling roles and for descript and non-descript stunts on a functional,

non-discriminatory basis. In furtherance of this policy, Producer shall furnish a copy of

the following policy statement to each stunt coordinator engaged by Producer:

* * *

“(b) When the a stunt performer doubles for a role which is

identifiable as female and/or Black/African American, Latino/Hispanic, Asian/Pacific

Islander or Native American and the race and/or sex of the double is also so identifiable,

the stunt coordinators shall endeavor to cast a qualified stunt performer persons of the

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 41

same sex and/or race involved bearing a sufficient likeness to the performer playing the

role. When the stuntperson is not identifiable, stunt coordinators shall endeavor to

increase the employment of qualified women and minorities for such stunts.

“If the stunt coordinator is unable to fill the position with a

qualified stunt performer who bears a sufficient likeness to the performer playing the role

(including for reasons such as the lack of availability of a stunt performer who bears a

sufficient likeness to the performer playing the role and/or the fact that the candidates

who bear a sufficient likeness to the performer playing the role do not, in the considered

judgment of the stunt coordinator, possess the skills necessary for the safe execution of

the stunt(s)), the stunt coordinator shall promptly consult with the Union to identify

additional sources for potential qualified stunt performers. Should the Union submit

sources for consideration to the stunt coordinator within 24 hours (excluding Saturdays,

Sundays and holidays) of the request, the stunt coordinator shall consider those sources in

good faith; provided, however, the stunt coordinator, in coordination with other

representatives of the Producer, shall retain the discretion to determine whether any of

those candidates is suitable for the role, bearing in mind that the safe execution of the

stunt(s) is always of overriding importance.

“The foregoing consultation procedure shall not apply if

production time constraints do not permit, provided that the Producer notify the Union as

soon as practicable of any circumstances in which it did not engage in the consultation.

“Only the failure to engage in a consultation with the Union

as provided above shall be subject to the grievance and arbitration provisions in Section 9

of this Agreement.

“To achieve the objectives set forth in this paragraph, stunt

coordinators should endeavor to identify and recruit qualified minority and female

stuntpersons and consider qualified stuntpersons of all races, ethnicities and genders,

including those with disabilities, prior to the commencement of production.”

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 42

16. Hair and Make-Up (Union Proposal No. 11)

a. Add a new Paragraph C. to Section 26 of the General Provisions of the Codified Basic

Agreement (and reletter the existing Paragraph C. and subsequent Paragraphs

accordingly) and modify Paragraph D. (relettered as Paragraph E.) as follows:

“C. Hair and Make-Up

“Each performer shall be offered the opportunity to meaningfully consult

regarding any hair and/or make-up needs (e.g., product and tool preferences, use of

particular hairstyling techniques) prior to commencing work, so that the hair and/or

make-up department is adequately prepared to work with the performer, including

ensuring that the production has appropriate hair and make-up products and equipment.

Time spent in consultation is not work time and shall not start the performer’s

consecutive days of employment.

“If a Producer determines it is unable to provide qualified hair and/or

make-up personnel to work with the performer, it shall reimburse the performer for pre-

approved reasonable costs of hair and/or make-up services. The performer shall receive

pay for two (2) hours or the actual time spent in receiving the pre-approved hair and/or

make-up services, whichever is greater, at the performer’s negotiated rate. Time spent in

receiving pre-approved hair and/or make-up services on a day when the performer also

performs work under this Agreement shall be treated as work time. Time spent in

receiving pre-approved hair and/or make-up services on a day when the performer does

not perform work under this Agreement is not subject to any overtime or premium pay

and does not start the performer’s consecutive days of employment (nor do the

consecutive employment provisions apply to such a day).

***

“DE. Arbitration

“Except as provided in subsection B. above with respect to the submission

of data the second paragraph of subsection C. above with respect to reimbursement to a

performer for pre-approved reasonable costs of hair and/or make-up services and

payment for time spent in receiving pre-approved hair and/or make-up services, the

matters covered in this Section are not subject to the provisions of Section 9 herein. It is

understood that as to data on performers with disabilities, the provisions with respect to

arbitration shall only apply when a method for compiling such data has been devised by

the parties.”

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 43

b. Add a Sideletter to the Codified Basic Agreement and Television Agreement as follows:

“Dear Duncan:

“During negotiations for the 2023 SAG-AFTRA Codified Basic Agreement and the 2023

SAG-AFTRA Television Agreement, the parties discussed concerns regarding the

existing shortage of qualified hair stylists and make-up artists who are experienced and

skilled in working on all hair textures and skin tones (including, for example, styling and

cutting natural textured hair, braiding and twisting techniques, flat top and fade haircuts,

matching correct concealer and foundation with skin tone, and knowledge of appropriate

hair and make-up products and tools). The parties agree it is important to expand and

maintain a pool of qualified hair stylists and make-up artists who have the necessary

skills and experience to work with cast members of all races and ethnicities and commit

to making efforts to do so. The parties also acknowledge that this endeavor will require

collaboration with the unions that represent hair stylists and make-up artists working on

the Producers’ productions.

“To that end, the parties have agreed to the following:

“1. The parties will invite representatives from the IATSE (including representatives

from Locals who represent hair stylists and make-up artists) to a meeting with

representatives of the Producers and SAG-AFTRA to take place before December

31, 2023 to discuss efforts to expand and maintain the pool of hair stylists and

make-up artists who are qualified and available to work with cast members of all

races and ethnicities. Topics of discussion will include:

“a. Establishing a uniform set of criteria for determining whether hair stylists

and make-up artists are qualified to work on all hair textures and skin

tones;

“b. Identifying individuals on the Industry Experience Roster and/or other

availability lists established under the IATSE collective bargaining

agreements who have skills and experience working with all hair textures

and skin tones;

“c. Recruiting and employing individuals from other industries who have

skills and experience working with all hair textures and skin tones,

including sources of recruitment and discussion of any barriers to

employment of such individuals under the existing IATSE collective

bargaining agreements.

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 44

“d. Training programs for individuals on the Industry Experience Roster

and/or other availability lists established under the IATSE collective

bargaining agreement who do not already possess the skills necessary to

work with all hair textures and skin tones.

“2. The parties agree to recommend to the Trustees of the IACF that it fund training

of hair stylists and make-up artists to acquire the skills necessary to work with all

hair textures and skin tones, subject to review by legal counsel.”

c. The AMPTP shall issue the following bulletin within thirty (30) days of receipt of notice

of ratification:

“NOTICE TO PRODUCERS REPRESENTED BY THE AMPTP IN

NEGOTIATIONS FOR SUCCESSORS TO THE

2020 SAG-AFTRA CODIFIED BASIC AGREEMENT AND

2020 SAG-AFTRA TELEVISION AGREEMENT:

“During negotiations for the successor agreements to the 2020 SAG-AFTRA Codified

Basic Agreement and 2020 SAG-AFTRA Television Agreement, the parties discussed

concerns raised by performers of color regarding the need for qualified hair stylists and

make-up artists who are experienced and skilled in working with all hair textures and skin

tones (including, for example, styling and cutting natural textured hair, braiding and

twisting techniques, flat top and fade haircuts, matching correct concealer and foundation

with skin tone, and knowledge of appropriate hair and make-up products and tools). The

Union explained that in these performers’ experience, hair stylists and make-up artists

employed on production sometimes do not have the necessary skills, tools or products to

work with their hair and/or skin tones.

“To address these concerns, the parties agreed that productions must offer performers the

opportunity to consult with someone on production regarding their hair and/or make-up

needs prior to commencing work, so that this information can be communicated to the

hair and/or make-up department, and the hair and/or make-up department can be

adequately prepared to work with the performer. Please ensure that this process is

followed.

“In addition, each production should remind the heads of the hair and make-up

departments at the beginning of production of the need for qualified hair stylists and

make-up artists who have the experience, skills and knowledge to work with cast

members of all races and ethnicities, as well as products and tools for all hair textures and

skin tones.

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 45

“Please ensure that a copy of this bulletin is distributed to the appropriate personnel in

your production offices.”

17. Holidays (Union Proposal No. 12; Producers’ Proposal Nos. 10 and 11)

a. Amend all Schedules in the Codified Basic Agreement and the Television Agreement to

include Martin Luther King, Jr.’s Birthday and Juneteenth as contractual holidays,

effective January 1, 2024.

b. Modify Section 74 of the Television Agreement (and make analogous changes to the

Codified Basic Agreement) as follows:

“74. MISCELLANEOUS PROVISIONS

“(a) Holiday Breaks

“It is understood that some series customarily take a hiatus for one (1)

week at Thanksgiving and for one (1) week which includes Christmas Day, or one (1)

week which includes New Year’s Day, or no more than two (2) weeks and two (2)

additional days, which includes Christmas Day and New Year’s Day. Such holiday

breaks, if taken, shall not be counted in calculating the production span rules for any

television series. The Union shall not unreasonably deny a waiver request to extend such

two (2) week period to three (3) weeks for a hiatus because of the Christmas Day and

New Year’s Day holidays.”

Make conforming changes to the Television Agreement and the Codified Basic

Agreement, including by adding the above underlined language as a new footnote to the

end of subsection (2) (“to days off during a break of up to two (2) weeks, which break

includes the Christmas and New Year’s holidays”) of Section 6.(2) of Schedule A; Section

15.D.(2) of Schedule B; and Section 15.C.(2) of Schedule C and the same language in

subsection (7) of Section 13.C.(7) of Schedule E.

c. The parties agree to discuss exchange of holidays (other than Victoria Day and Canada

Day, which may already be exchanged for Memorial Day and July Fourth, respectively)

on productions shooting outside the United States during the term of the 2023

Agreements.

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 46

18. Sexual Harassment Prevention (Union Proposal No. 41)

a. Intimacy Coordinators (Union Proposal No. 41.A.)

Add a new subparagraph (5) to Paragraph D. of Section 43 (“Nudity and Sex Acts”) of

the General Provisions of the Codified Basic Agreement as follows:

“(5) Producer will use best efforts to engage an Intimacy Coordinator for

scenes involving nudity or sex acts. Producer will also consider in good faith any request

by a performer or a performer’s representative to engage an Intimacy Coordinator for

other scenes. Producer shall not retaliate against a performer for requesting an Intimacy

Coordinator.”

b. Notification to Employees (Union Proposal No. 41.B.)

i. Add a new Paragraph E. to Section 61 (“Harassment Prevention Policy”) (and

reletter the existing Paragraph E.) as follows:

“E. Effective [insert the date that is the first Sunday thirty (30) days

after the AMPTP receives notice of ratification], Producer shall provide employees

with a copy of its non-discrimination and anti-harassment policy, which shall include

instructions for reporting violations of the policy. In addition, Producer shall include

instructions for reporting violations of the policy (e.g., the Producer’s reporting

hotline) on call sheets, as well as on visible signage posted in production areas

frequented by employees, when practicable.”

ii. Add a new Paragraph to the end of Section 44 of Schedule X-I and Section 45 of

Schedule X-II (“Policy of Non-Discrimination and Diversity”) as follows:

“__. Effective [insert the date that is the first Sunday thirty (30) days

after the AMPTP receives notice of ratification], the Producer shall post a copy of its

non-discrimination and anti-harassment policy, which shall include instructions for

reporting violations of the policy, in production areas frequented by background

actors, when practicable. In addition, a copy of the policy shall be made available to

a background actor online via the background casting agency or electronic voucher

application, as applicable, or upon request from the Second Assistant Director or

other designated production personnel responsible for overseeing background actors.”

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 47

c. Notice to Background Actors of Nudity and Sex Acts (Union Proposal No. 41.C.)

i. Modify Section 17(a) and (h) of Schedule X-I (and make conforming changes to

Section 17.A. and H. of Schedule X-II) as follows:

“17. NUDITY AND SEX ACTS

“Effective [insert the first Sunday thirty (30) days after the AMPTP

receives notice of ratification]:

“(a) (1) The Producer's representative will notify the background

actor of any nudity or sex acts expected in the role (if known by Producer at the time)

prior to an interview or audition.

“(2) The casting notice shall specify any nudity or sex acts

expected in the role and/or any nudity required in the interview or audition if known

by Producer at the time of its issuance.

“(3) The Producer's representative will notify background actor

of any nudity or sex acts expected in the role (if known by management at the time)

as soon as practicable, but no later than forty-eight (48) hours prior to the background

actor’s call time on the day the scene is to be shot, unless the Producer has engaged

the background actor less than forty-eight (48) hours in advance of the background

actor’s call time on the day the scene is to be shot. In those cases, the notice shall be

provided at the earliest practicable time. at the time of the call.

“When a Producer utilizes a background actor casting

agency to hire background actors for a scene which the Producer expects will require

nudity and/or sex acts of the background actor, it shall provide the background actor

casting agency with as much information as possible (to the extent known by the

Producer at the time) regarding what will be required of the background actor in the

nude and/or sex scene. The Producer will instruct the background actor casting

agency to communicate this information to prospective background actors prior to

booking, so that the prospective background actor can decide whether to accept the

engagement.

* * *

During the 2020 negotiations, the parties confirmed that the SAG-AFTRA Codified Basic

Agreement and Television Agreement do not permit, and have never permitted, a Producer to

request that a background actor engage in real sex acts.

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 48

“(h) If not notified of nudity and/or sex acts within the time required by

subparagraph (a)(3) above in advance, the background actor retains the right to refuse

and is entitled to a full day of pay without prejudice. Producer retains the right to

require the background actor to do other background actor work, in lieu thereof, if

such other background actor work exists.”

ii. The AMPTP shall issue the following bulletin to the major background actor casting

agencies within thirty (30) days of receipt of notice of ratification:

“NOTICE TO BACKGROUND ACTOR CASTING AGENCIES:

“During the negotiations for the 2023 SAG-AFTRA Codified Basic Agreement and

2023 SAG-AFTRA Television Agreement (collectively, “SAG-AFTRA

Agreements”), the parties discussed the process for casting background actors when

nudity and/or sex acts

will be required for the engagement and the importance of

notifying a background actor of any such nudity and/or sex acts prior to booking.

“As a result of these negotiations, the parties agreed that when a Producer requests

background actors for a scene which the Producer expects will require nudity and/or

sex acts of the background actor, it shall provide you with as much information as

possible regarding what will be required of the background actor in the nude and/or

sex scene. This information may include what the background actor will be wearing,

which body part(s) will be visible, what action(s) the background actor will be

required to perform and whether and how the background actor will be required to

interact with other individual(s). In addition, the Producer will instruct you to

communicate this information to a prospective background actor prior to booking.

Please ensure that you comply with the Producer’s instructions so that the prospective

background actor has an understanding of what the engagement requires and can

decide whether or not to accept the engagement.

“In addition, the parties agreed that a background actor must be notified of any nudity

or sex acts expected in the role (if known by management at the time) as soon as

practicable, but no later than forty-eight (48) hours prior to the background actor’s

call time on the day the scene is to be shot, unless the Producer has engaged the

background actor less than forty-eight (48) hours in advance of the background

actor’s call time on the day the scene is to be shot. In those cases, the notice shall be

During the 2020 negotiations, the parties confirmed that the SAG-AFTRA Agreements do not

permit and have never permitted a Producer to request that a background actor engage in real sex

acts.

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 49

provided at the earliest practicable time. If notice is not given within the required

time, the background actor retains the right to refuse and is entitled to a full day of

pay without prejudice. Producer retains the right to require the background actor to

do other background actor work, in lieu thereof, if such other background actor work

exists.”

d. Training (Union Proposal No. 41.D.)

The Producers agree to recommend to CSATF and the DGA Training Plans that they

revise their existing harassment prevention training programs for crew to cover best

practices when working on a scene requiring nudity or simulated sex, including training

on handling scenes and situations of a “triggering” nature in a trauma-informed manner.

Producers will also review and revise their harassment prevention training programs to

ensure that they cover these topics.

19. Schedule Breaks (Union Proposal Nos. 39 and 40)

a. Modify the Schedule breaks for Schedules D, E, F, G-II, H-II and H-III for contracts

entered into on or after July 1, 2024 by modifying Section 11.A. of the General

Provisions of the Codified Basic Agreement as follows (and make conforming changes to

the applicable Schedules and Sections 29(b)(1) (the reference to the $32,000 figure),

29(e)(1) and 75(a) of the Television Agreement):

“Schedule D -- Television multiple picture performers receiving $5,000 or less

per week ($5,150 or less per week for contracts entered into on or after July 1, 2020) and

guaranteed less than $32,000 per television picture (less than $35,000 per television

picture for contracts entered into on or after [insert date that is the first Sunday that is

one year after the AMPTP receives notice of ratification]) and theatrical multiple picture

performers receiving $6,200 or less per week ($6,350 or less per week for contracts

entered into on or after [insert date that is the first Sunday that is one year after the

AMPTP receives notice of ratification]) and guaranteed less than $60,000 per theatrical

picture (less than $65,000 per theatrical picture for contracts entered into on or after

[insert date that is the first Sunday that is one year after the AMPTP receives notice of

ratification]).

“Schedule E -- Television contract performers whose weekly guaranteed salary is

$5,000 or less per week ($5,150 or less per week for contracts entered into on or after

July 1, 2020) and theatrical contract performers whose weekly guaranteed salary is

$6,200 or less per week ($6,350 or less per week for contracts entered into on or after

[insert date that is the first Sunday that is one year after the AMPTP receives notice of

ratification]).

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 50

“Schedule F -- Television contract performers whose weekly guaranteed salary is

in excess of $5,000 per week (in excess of $5,150 per week for contracts entered into on

or after July 1, 2020) and theatrical contract performers whose weekly guaranteed salary

is in excess of $6,200 per week (in excess of $6,350 per week for contracts entered into

on or after [insert date that is the first Sunday that is one year after the AMPTP receives

notice of ratification]); television multiple picture performers receiving more than $5,000

per week (more than $5,150 per week for contracts entered into on or after July 1, 2020)

or who are guaranteed $32,000 or more per television picture ($35,000 or more per

television picture for contracts entered into on or after [insert date that is the first Sunday

that is one year after the AMPTP receives notice of ratification]); theatrical multiple

picture performers receiving more than $6,200 per week ($6,350 or more per week for

contracts entered into on or after [insert date that is the first Sunday that is one year after

the AMPTP receives notice of ratification]) or who are guaranteed $60,000 or more per

theatrical picture ($65,000 or more per theatrical picture for contracts entered into on or

after [insert date that is the first Sunday that is one year after the AMPTP receives notice

of ratification]); performers employed under television "deal contracts," or otherwise,

who are guaranteed $32,000 or more per television picture ($37,500 or more per

television picture on a one-half (½) hour television picture for contracts entered into on or

after [insert date that is the first Sunday that is one year after the AMPTP receives notice

of ratification] or $45,000 or more per television picture on a one (1) hour or longer

television picture for contracts entered into on or after [insert date that is the first Sunday

that is one year after the AMPTP receives notice of ratification]); performers employed

under theatrical "deal contracts," or otherwise, who are guaranteed $65,000 or more per

theatrical picture ($80,000 or more per theatrical picture for contracts entered into on or

after [insert date that is the first Sunday that is one year after the AMPTP receives notice

of ratification]); performers employed in multi-part closed-end pictures receiving more

than $4,650 per week (more than $5,150 per week for contracts entered into on or after

[insert date that is the first Sunday that is one year after the AMPTP receives notice of

ratification]) and who are guaranteed $40,000 or more for the multi-part picture ($47,500

or more for the multi-part picture for contracts entered into on or after [insert date that is

the first Sunday that is one year after the AMPTP receives notice of ratification]).”

* * *

“Schedule G-II -- Professional singers employed by the week on television at

$5,000 or less per week ($5,150 or less per week for contracts entered into on or after

July 1, 2020) and professional singers employed by the week on theatrical productions at

$6,200 or less per week ($6,350 or less per week for contracts entered into on or after

[insert date that is the first Sunday that is one year after the AMPTP receives notice of

ratification]).

* * *

“Schedule H, Part II -- Stunt performers employed by the week on television at

$5,000 or less per week ($5,150 or less per week for contracts entered into on or after

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 51

July 1, 2020) and stunt performers employed by the week on theatrical productions at

$6,200 or less per week ($6,350 or less per week for contracts entered into on or after

[insert date that is the first Sunday that is one year after the AMPTP receives notice of

ratification]).

“Schedule H, Part III -- Stunt performers employed by the week on television at

more than $5,000 per week (more than $5,150 per week for contracts entered into on or

after July 1, 2020) and stunt performers employed by the week on theatrical productions

at more than $6,200 per week (more than $6,350 per week for contracts entered into on or

after [insert date that is the first Sunday that is one year after the AMPTP receives notice

of ratification]).”

b. During the 2023 negotiations, the parties agreed that performers employed under

Schedule F on multi-part closed-end series under the 2023 Codified Basic Agreement

and/or Television Agreement (and successor Agreements) need not be paid for weeks not

worked.

20. Money Breaks (Union Proposal No. 19; Producers’ Proposal No. 9)

a. Looping, Retakes, Etc. (Union Proposal No. 19.A.)

Modify Section 58 of the Television Agreement as follows:

“The performer’s contract shall not include guarantees for looping, retakes, added scenes,

process transparencies, trick shots, trailers, changes or foreign versions (subject to

availability) outside the period of consecutive employment, except for Schedule F

performers and except that advance payment for looping, retakes, etc. is permitted as to

Schedule C performers whose salaries equal or exceed:

Program Length

Per Episode or Program

½ hour $5,000

($6,500 for contracts entered into on or after [the first Sunday

following the AMPTP’s receipt of notice of ratification

]

)

1 hour $7,500

($10,000 for contracts entered into on or after [the first Sunday

following the AMPTP’s receipt of notice of ratification

]

)

more than 1 hour $10,000

($12,500 for contracts entered into on or after [the first Sunday

following the

AMPTP’s receipt of notice of ratification

]

)

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 52

b. Fittings (Union Proposal No. 19.B.)

Modify CBA, Schedule A, Section 16.A.(2) as follows:

“(2) Fittings on a day prior to work: “When a day performer is fitted on a day

prior to the day on which he works, he shall be entitled to one (1) hour minimum pay for

each call. Additional time shall be paid for in fifteen (15) minute units. Day performers

receiving over $1,200 $1,400 per day (over $1,400 $1,500 per day with respect to

contracts entered into on or after [the first Sunday after the AMPTP’s receipt of notice of

ratification] July 1, 2020) shall not be entitled to any compensation for such fittings.”

c. Prepaid Looping Day for a Weekly Performer Employed on a Theatrical Motion Picture

at a Salary of at Least $10,000 Per Week (Producers’ Proposal No. 9)

Add the following as the last paragraph of Section 27.A. of Schedule C of the Codified

Basic Agreement:

“The Producer may bargain with any weekly performer employed on a theatrical motion

picture at a salary of $10,000 or more per week to include one (1) prepaid looping day in

the performer’s compensation. The performer’s employment contract shall contain a

separate provision to that effect and a box must be provided next to the prepayment

provision for the performer to initial to indicate acceptance.”

21. Per Diem (Union Proposal No. 30)

Increase the per diem amounts in Section 35.B.(2) of the General Provision of the Codified

Basic Agreement and Section 65(b) of the Television Agreement to the following amounts:

Current

[Effective the first Sunday

following the AMPTP’s receipt of

notice of ratification]

[Effective the first Sunday that

is two years after the AMPTP’s

receipt of notice of

ratification]

Breakfast $12.00 $14.00 $16.00

Lunch $18.00 $21.00 $22.00

Dinner $30.00 $35.00 $37.00

TOTAL $60.00 $70.00 $75.00

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 53

22. Wardrobe Allowance (Union Proposal No. 26.A.)

a. Increase the wardrobe cleaning allowance for principal performers to $27.00 for formal

wear. (Codified Basic Agreement, Schedule A, Section 11.D.; Schedule B, Section

16.D.; Schedule C, Section 16.D.; Television Agreement, Section 30(e))

b. Increase the wardrobe allowance for background actors to $27.00 per day for formal

wear. (Codified Basic Agreement, Schedule X-I, Section 10; Schedule X-II, Section 10)

23. Background Actors (Union Proposal No. 5 and Producers’ Proposal No. 16.b.)

a. Schedule X-1 (Union Proposal No. 5.A.) – Effective [insert date that is 60 days after the

AMPTP’s receipt of notice of ratification], Producers agree to modify Section 1(c) of

Schedule X, Part I, to increase the number of background actors to which the terms of

Schedule X, Part I apply, as follows:

i. from twenty-two (22) (excluding swimmers, skaters and dancers, but including

certain stand-ins) to twenty-five (25) (excluding swimmers, skaters, dancers and

stand-ins) on television motion pictures.

ii. from fifty-seven (57) (excluding swimmers, skaters and dancers, but including all

except one stand-in) to eighty-five (85) (excluding swimmers, skaters, dancers and

stand-ins) on theatrical motion pictures.

b. Stand-in as Rehearsal Actor (Union Proposal No. 5.E.)

Add a new subparagraph (4) to Section 3(b) of Schedule X, Part I and Section 3.A. of

Schedule X, Part II as follows:

“A stand-in engaged on a one-half hour multi-camera series who is required by the

Producer to rehearse and/or perform (whether on or off-book) in the role of a cast

member with other cast members during any run-through (e.g., a Producer run-through or

network run-through but not a table read) shall receive an adjustment of an additional

$150.00 for that day.”

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 54

c. Photographic Doubling (Union Proposal No. 5.H.)

Add a new subparagraph (5) to Section 3(b) of Schedule X, Part I and Section 3.A. of

Schedule X, Part II as follows:

“When a Producer requires a background actor to do photographic doubling and to

memorize and deliver scripted dialogue on camera, the background actor shall be paid an

adjustment of an additional one hundred fifty dollars ($150.00) for that day.”

d. Tolling of Late Penalties During Bona Fide Disputes Under Schedule X, Part II

(Producers’ Proposal No. 16.b.)

Modify Section 47, Payment Requirements, of Schedule X, Part II to include the following

as a new penultimate paragraph:

“If there is a dispute over the amount due the background actor, and the Producer or its

designated casting agency pays the undisputed amount on time, or if there is a bona fide

dispute as to the Producer's liability therefor, there will be no late payment charge during

the pendency of the dispute.”

24. Stunt Coordinators (Union Proposal No. 44)

a. Fixed Residuals

Modify the fixed residual provisions listed below to provide that if not otherwise engaged

as an on-camera performer or stunt performer, a stunt coordinator shall receive fixed

residuals for each program, episode of a series or part of a multi-part, closed-end picture

on which the stunt coordinator rendered services, except that instead of calculating the

residual based on “total applicable minimum” or “total actual compensation” up to the

applicable ceiling, the fixed residual shall be based on one day of pay at the day

performer minimum in effect at the time of production. The foregoing only applies to a

program, episode of a series or part of a multi-part, closed-end picture that commences

principal photography on or after [insert date that is the first Sunday that is one year after

the AMPTP receives notice of ratification].

Television Agreement

• Section 18(b)(1)-(2), (c), (i)

• Section 19

• Sections 82(c)(1) and (3)

• Section 83(i)a) and b)

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 55

Sideletter H of Television Agreement/Sideletter 21 of Codified Basic Agreement

• Section B.3.(e)

• Section D.3.(c)

• Section E.5.(a)

• Section E.5.(e)

b. The AMPTP shall issue the following bulletin within thirty (30) days of receipt of notice

of ratification:

“During negotiations for the 2023 Producer-SAG-AFTRA Codified Basic Agreement and

Television Agreement, the Union raised a concern about stunt coordinators engaged on

‘flat deals’ who are asked to report to the production site substantially earlier than the

scheduled time for the start of the stunt work they are coordinating and/or to remain at the

production location after stunt work for the day has concluded, when the work to be done

during those time periods does not require the stunt coordinator’s presence.

“This bulletin is a reminder to be mindful of the schedules of stunt coordinators on ‘flat

deals.’ Unless there are tasks to be performed which require the presence of the stunt

coordinator, stunt coordinators should not be required to arrive at the production site

significantly prior to the scheduled time for the start of the stunt work nor to remain at the

production site for a substantial period of time after stunt work for the day has been

completed.

“Please ensure that a copy of this bulletin is distributed to the appropriate personnel in

your production offices.”

25. Dancers (Union Proposal No. 8)

a. Dancers Also Performing Services as a Singer (Union Proposal No. 8.A.)

Modify Schedule J to include a new Section 3.D. which provides as follows:

“D. Dancers Also Performing Services as a Singer

“A dancer who, in addition to performing dancer services covered by Schedule J,

is also required by the Producer to sing (as defined in Section 1 of Schedule G-I or G-II),

or lip sync, shall be paid an adjustment of an additional twenty-five percent (25%) of the

applicable singer rate for that day. All overtime pay and premium pay shall be based on

the dancer’s adjusted compensation.

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 56

“A dancer who is engaged for an off-camera singer session on a day on which the

dancer is not rendering dancer services covered by Schedule J shall be paid the difference

between the rate at which the dancer was engaged and the applicable rate for a singer

under Schedule G-I or G-II, as applicable. Section 5 of Schedule G-I and Section 6 of

Schedule G-II, regarding phonograph records and tape recordings, shall apply.”

b. Rehearsal Rates (Union Proposal No. 8.B.)

Eliminate the rehearsal rate in Section 3.C. of Schedule J effective the first Sunday

following the AMPTP’s receipt of notice of ratification.

c. Warm Up Spaces (Union Proposal No. 8.E.)

Modify Section 6.D.(2) of Schedule J of the Codified Basic Agreement as follows:

“(2) Warm-up Spaces

“Adequate space must be provided to permit all dancers to warm up

(perform limbering exercises) thirty (30) minutes, at the beginning of the day (non-work

time), prior to dancing. Producer shall use reasonable efforts to provide warm-up space

adjacent to set.”

26. Singers (Union Proposal No. 42)

a. Clarification re: Vocal Contractors (Union Proposal No. 42.A.)

Modify Section 3.B. of Schedule G-I to provide that when a singer is required to perform

services as a contractor, the singer shall be entitled to receive, in addition to

compensation as a singer, 50% (for three to eight singers) or 100% (for nine or more

singers) of the minimum rate applicable to the singer, including any sweetening and/or

overdubbing.

In exchange, the Union agrees to waive any claims, whether known or unknown, arising

prior to the AMPTP’s receipt of notice of ratification that a Producer should have paid a

contractor in excess of the dollar figures specified in the chart in Section 3.B. of Schedule

G-I. Neither the Producer nor the Union will pursue any claims for payment or

recoupment based on the interpretation of this provision with respect to work performed

prior to the AMPTP’s receipt of notice of ratification.

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 57

b. Singer Also Performing Services as a Dancer (Union Proposal No. 42.C.)

Modify Schedule G-I and G-II to add a new Section 3.E. as follows:

“E. Singer Also Performing Services as a Dancer

“A singer who is required by the Producer to dance (as defined in Schedule J,

Section 2) shall be paid an adjustment of an additional twenty-five percent (25%) of the

applicable dancer rate for that day. The singer shall be subject to the provisions of

Section 6.B. of Schedule J. relating to hazardous activity, when applicable. All overtime

pay and premium pay shall be based on the singer’s adjusted compensation.”

27. Performance Capture (Union Proposal No. 31)

Add the following new Section to the General Provisions of the 2023 SAG-AFTRA Codified

Basic Agreement:

“[YY]. PERFORMANCE CAPTURE

“Effective for contracts entered into on or after [insert date that is the first Sunday 60

days after the AMPTP receives after notice of ratification], this Agreement shall apply to the

engagement of performers rendering ‘Performance Capture’ services in a live action

theatrical or television motion picture, or in an animated theatrical motion picture, as follows:

“A. A ‘Performance Capture Actor’ is a performer who is employed in connection

with a live action theatrical or television motion picture, or in connection with an animated

theatrical motion picture, to provide facial emotional expressions and body movements as

part of a dramatic performance that is directed by a director (including second unit directors)

and is intended to be incorporated into digitally created character(s) appearing in the motion

picture. ‘Performance Capture’ refers to the technological process used to track and capture,

by means of computer-integrated equipment, the performance of a ‘Performance Capture

Actor’ as described in this subsection A.

“B. ‘Motion Capture’ refers to the technological process used to track and capture

an individual’s facial and/or body movements, whether directed or not, to create an altered or

enhanced image of human or non-human forms, for reference or composite purposes or when

data of a model is recorded. Individuals employed to render ‘Motion Capture’ services shall

not be covered by this Agreement.

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 58

“C. ‘Reference capture’ or ‘reference modeling’ are not ‘Performance Capture’

services and are not covered by this Agreement.

“D. The following terms shall apply to a performer employed by the Producer as a

‘Performance Capture Actor:’

“(1) Except as otherwise provided herein:

“A ‘Performance Capture Actor’ shall be covered by Schedule A, B, C

or F of this Agreement; however, a ‘Performance Capture Actor’ who performs ‘professional

singer’ services or performs a stunt or performs ‘dancer’ services, as that term is defined in

Schedule J, shall be engaged and covered by the applicable Schedule of the Codified Basic

Agreement, i.e., Schedule G-I, G-II, G-III, H-I, H-II, H-III, H-IV or J.

“(2) The following special conditions shall apply to performers rendering

‘Performance Capture’ services:

“(a) Consecutive employment rules shall not apply.

“(b) Producer shall be entitled to an unlimited number of drops and

pick-ups.

“(c) ‘Performance Capture Actors’ may be required by the Producer

to render services that are covered by more than one of the Schedules specified in subsection

D.(1) above in a single work day and, if so required, shall be entitled to a day’s compensation

calculated at the highest rate of pay applicable to services rendered during that day. If the

‘Performance Capture Actor’ is required to render services the next day, the ‘Performance

Capture Actor’ shall either revert to the rate of pay at which the performer was originally

contracted or, if a new contract is entered into, the new rate of pay.

“(d) ‘Performance Capture Actors’ may be required by the Producer

to render services for more than one character on the same day and, if so required, shall not

be entitled to any additional compensation for such services.

“(e) The Preference of Employment provision of the Agreement

(Section 14 of the General Provisions) shall not apply.

“(f) The ‘Use of Double’ provisions shall not apply.

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 59

“(g) The provisions in Section [XX—Digital Replication and

Alteration of Performers] shall not apply.

For clarification, effective for contracts entered into on or after [insert date that is the first

Sunday 60 days after the AMPTP receives after notice of ratification], the foregoing Section

[YY] replaces the performance capture provisions of the Netflix-SAG-AFTRA Agreement (as

memorialized in Item 18 (Performance Capture) of the 2019 Netflix-SAG-AFTRA

Memorandum of Agreement).

28. Minors (Union Proposal No. 18)

a. Add a new subsection (13) to Section 50.D. of the General Provisions of the Codified

Basic Agreement (“Employment of Minors – Education”):

“(13) Notwithstanding the provisions of this section, performers who are legally

emancipated and are exempt from the definition of ‘minors’ for the purpose of

this section shall nevertheless be subject to the provisions of Section 50.D.

regarding education if the performer has not satisfied the compulsory education

laws of the state governing the performer's employment.”

b. Add a new subparagraph (5) to Section 50.I. of the General Provisions of the Codified

Basic Agreement (“Employment of Minors - Medical Care and Safety”) as follows:

“(5) Subject to the limitations and requirements of the state in which

production is taking place, a teacher or welfare worker (or other individual assigned to

perform the same duties as a welfare worker, such as a child labor coordinator) who is

engaged by the Producer to supervise or teach minors employed under this Agreement

shall be subject to a background check as a condition of employment. (With respect to a

Teacher-Welfare Worker who is on the Availability List or Dual Credential Substitute

List established under the IATSE Local 884 Agreement, a Producer may rely on the

background check administered by CSATF for placement on those Lists.) A Producer

may also choose to require a background check as a condition of employment for any

person working in close proximity to one or more minor(s), other than a minor who is

that person’s child/ward, employed under the Agreement.

“For purposes of this subparagraph (5), a background check refers to

confirmation of the individual’s identity, the individual’s address history over a seven (7)

year period, reportable criminal records (excluding arrests not leading to conviction,

unless the alleged violation involves a minor), whether the individual appears on any

state or federal government sex-offender registry and when applicable, professional

licenses and/or driving records from the appropriate issuing government agency. The

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 60

background check will be conducted consistent with the requirements of state and federal

law.

“The results of the background check shall only be provided to those with

a need to know. Notwithstanding the prior sentence, in the event a grievance is filed by

the Union relating to the termination or suspension of, or refusal to hire, a performer

because of a background check, the results of the background check shall be made

available to the Union, provided that the individual subject to the background check

consents.”

c. Add a new Section 50.1 to the General Provisions of the Codified Basic Agreement (and

add a new Section to Schedules X-I and X-II with conforming changes for background

actors) as follows:

“50.1. BACKGROUND CHECKS

“A Producer may require individuals to undergo a background check as a

condition of employment under this Agreement when the individual will be working at a

location that requires entrants to undergo a background check as a condition of the permit

to use the location (e.g., a school, juvenile detention center or airport). The background

check will be conducted consistent with the requirements of state and federal law. The

results of the background check shall only be provided to those with a need to know.

Notwithstanding the prior sentence, in the event a grievance is filed by the Union relating

to the termination or suspension of, or refusal to hire, a performer because of a

background check, the results of the background check shall be made available to the

Union, provided that the individual subject to the background check consents.”

29. Artificial Intelligence (Union Proposal No. 3)

a. Digital Replication and Alteration of Performers

Add a new Section [XX] to the General Provisions of the SAG-AFTRA Codified Basic

Agreement as follows:

“[XX]. DIGITAL REPLICATION AND ALTERATION

“This Section [XX] applies prospectively based on the effective dates set forth

in subparagraphs A.(2), A.(3) and B. below.

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 61

“To the extent practicable, Producers shall endeavor to comply with the

provisions of this Section [XX] on or after the first day of the term of this Agreement but

prior to the effective dates set forth in subparagraphs A.(2), A.(3) and B. below.

“The parties acknowledge that the Producers have historically used digital

technologies to replicate or alter a performer’s voice or likeness (e.g., CGI, audio/visual

effects) during all stages of motion picture production (e.g., pre-visualization, pre-

production, production, post-production, distribution, marketing) and may continue to do

so, consistent with their historical practices.

“A. Digital Replicas

“(1) Definitions

“(a) An ‘Employment-Based Digital Replica’ is a replica of

the voice or likeness of the performer that is created: (i) in connection with employment

on a motion picture under this Agreement; (ii) using digital technology; (iii) with the

performer’s physical participation; and (iv) is for the purpose of portraying the performer

in photography or sound track in which the performer did not actually perform.

“(b) An ‘Independently Created Digital Replica’ is a

digitally-created asset that is: (i) intended to create, and does create, the clear impression

that the asset is a natural performer whose voice and/or likeness is recognizable as the

voice and/or likeness of an identifiable natural performer; (ii) performing in the role of a

character (and not as the natural performer himself/herself); and (iii) no employment

arrangement for the motion picture in which the Independently Created Digital Replica

will be used exists with the natural performer in the role being portrayed by the asset.

“Employment-Based Digital Replica(s) and Independently

Created Digital Replica(s) may be referred to collectively herein as Digital Replica(s).

“(2) Employment-Based Digital Replica

“This Section [XX].A.(2) applies when a performer is

employed by the Producer under this Agreement under a contract entered into on or after

[the first Sunday that is 90 days after the AMPTP’s receipt of notice of ratification] to

render services as a performer in a motion picture and, in connection with that

employment, the Producer (directly or through a third party) requires the performer to

provide services for purposes of creating an Employment-Based Digital Replica or uses

an Employment-Based Digital Replica as provided herein.

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 62

“(a) Services for Creation of Employment-Based Digital

Replicas

“(i) A Producer must notify a performer no less than

forty-eight (48) hours in advance of the time the performer’s services are required to

create an Employment-Based Digital Replica, or at the time of engagement if the

performer is engaged less than forty-eight (48) hours in advance of the time the

performer’s services are required to create an Employment-Based Digital Replica. The

Producer must obtain the performer’s consent to provide services for purposes of creating

an Employment-Based Digital Replica of the performer for use in connection with a

motion picture. The consent must be clear and conspicuous and may be obtained through

an endorsement or statement in the performer’s employment contract that is separately

signed or initialed by the performer or in a separate writing that is signed by the

performer.

“(ii) When a performer provides services for

purposes of creating an Employment-Based Digital Replica on the same day the

performer performs other work for the Producer under this Agreement, any time spent by

the performer in connection with creating the Employment-Based Digital Replica shall be

treated as work time.

“In the event a performer is required to provide

services for purposes of creating an Employment-Based Digital Replica on a day when

the performer does not perform other work for the Producer under this Agreement, the

performer shall be paid one (1) day at performer’s pro rata daily salary, but not less than

day performer minimum. In the event that the Producer has scheduled such services in

order to accommodate the schedule of a performer, the performer shall be paid one half

(½) of the performer’s pro rata daily salary for a four (4) hour session. If the session

exceeds four (4) hours, the performer shall be paid one (1) day at the performer’s pro

rata daily salary, but not less than the day performer minimum, as applicable.

Consecutive employment provisions do not apply to a day on which the performer

provides services for purposes of creating an Employment-Based Digital Replica but

does not perform other work for the Producer under this Agreement, nor does such a day

commence the start of the performer’s consecutive employment.

“Notwithstanding the foregoing, no additional

payment is due to a performer for providing services for purposes of creating an

Employment-Based Digital Replica:

“if the performer is employed under Schedule F;

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 63

“during a period covered by the performer’s

guarantee; or

“on a day when the Producer is required to pay

the performer for any services, a travel allowance or under the consecutive employment

provisions of this Agreement; provided, however, that if the performer is paid less than

the performer’s pro rata daily salary for that day or the day performer minimum,

whichever is greater, the Producer shall also pay an additional amount necessary to reach

the performer’s pro rata daily salary or the day performer minimum, as applicable.

“(b) Use of an Employment-Based Digital Replica

“For purposes of this Paragraph A.(2)(b), ‘use’ of an

Employment-Based Digital Replica refers to use of an Employment-Based Digital

Replica created pursuant to Paragraph A.(2)(a) above that is intended to create, and does

create, a depiction of the performer that gives the clear impression that the performer

represented by the Employment-Based Digital Replica actually provided services to

create image, photography and/or sound when, in fact, the Employment-Based Digital

Replica was used in lieu of the performer.

(See Paragraph B. below for provisions

regarding use of an Employment-Based Digital Replica to digitally alter a performer’s

performance in photography or sound track previously recorded by the performer.)

“(i) Use in the Motion Picture for Which the

Performer Was Employed

“a) A Producer may use a performer’s

Employment-Based Digital Replica in connection with a motion picture for which the

performer was employed, upon obtaining consent to the extent required herein. The

Producer must obtain the performer’s consent to use the Employment-Based Digital

Replica in new photography or sound track not previously recorded by the performer;

provided, however, that no consent is required when the photography or sound track

remains substantially as scripted, performed and/or recorded.

“Any consent required must include a

reasonably specific description of the intended use of the Employment-Based Digital

Replica in that motion picture. Consent must be clear and conspicuous and may be

The parties acknowledge that the Producers have customarily used digital technologies to depict

activities incapable of being performed by a human without serious risk to life or health and/or

for use in scenes in which the performer is not recognizable (e.g., a masked character); such uses

are not subject to this Paragraph A.(2)(b).

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 64

obtained through an endorsement or statement in the performer’s employment contract

that is separately signed or initialed by the performer or in a separate writing that is

signed by the performer.

“Any consent that the performer granted

during the performer’s lifetime shall continue to be valid after the performer’s death

unless explicitly limited otherwise. In the event the performer is deceased at the time the

Producer seeks any required consent (and the Producer has not already obtained consent

during the performer’s lifetime or the performer’s consent is no longer valid after death),

the Producer shall obtain the consent of the authorized representative (or the Union, if the

deceased performer’s authorized representative cannot be identified or located) who

represents the deceased performer’s exclusive rights as determined by applicable law.

“b) If the Producer uses a performer’s

Employment-Based Digital Replica in scene(s) that the performer would otherwise have

performed in person (e.g., using the Digital Replica of a performer hired for one day for a

role that historically would have been performed by a weekly performer in a theatrical

motion picture), the performer shall be paid the performer’s pro rata daily rate or the

minimum rate, whichever is higher, for the number of production days that the Producer

determines the performer would have been required to work had the performer instead

performed those scene(s) in person. The Producer will make a good faith effort to

estimate the number of production days (without regard to scheduling considerations,

e.g., intervening days under consecutive employment provisions, overtime, meal periods,

rest periods, etc.) utilizing objective criteria. Such compensation shall be treated as

wages for all purposes.

“No compensation shall be required

pursuant to the preceding paragraph when:

“the performer’s compensation would

have covered the work had the performer performed the scene(s) in person, based on the

form of engagement (e.g., no compensation is due if a major role performer employed on

a one-hour television motion picture works for three days and the performer’s

Employment-Based Digital Replica is used to perform the equivalent of another three

days of work, or if the Employment-Based Digital Replica of a series contract performer

is used to perform work that could have been performed by the series contract performer

in person within the work time and overall production period covered by the series

contract performer’s contract of employment);

“the performer’s Employment-Based

Digital Replica is used in a scene that the performer performed in person (e.g., no

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 65

compensation is due if a performer was recorded sitting in the front seat of a car and the

performer’s Employment-Based Digital Replica is used to move the performer to the

back seat of the car in the same scene); or

“the performer is employed under

Schedule F.

“c) In the event the performance of a

performer’s Employment-Based Digital Replica remains in the motion picture in a

manner that would have entitled the performer to residuals had the performer performed

those scene(s) in person, the performer shall be entitled to residuals when the motion

picture is exhibited in a market for which residuals are due.

“Residuals calculated under the time-

and-salary units, ‘total applicable minimum’ or ‘total actual compensation’ distribution

formula shall be based on the total time worked and/or salary paid, up to any applicable

compensation caps, for both the performer’s in-person services and the use of the

performer’s Employment-Based Digital Replica. Residuals calculated under the rateable

distribution formula shall be calculated based on the performer’s form of engagement,

unless the only performance used in the episode is that of the performer’s Employment-

Based Digital Replica and not the performer’s in-person performance, in which case the

performer shall be treated as a day performer and assigned one (1) unit.

“(ii) Use Other Than in the Motion Picture for Which

the Performer Was Employed

“A Producer may not use a performer’s

Employment-Based Digital Replica in connection with a motion picture other than one

for which the performer was employed or in any other field or medium without obtaining

the performer’s consent and bargaining separately for the use.

“Consent must be clear and conspicuous and

include a reasonably specific description of the intended use. Consent must be obtained

prior to use in a writing signed by the performer, but not at the time of employment,

except as provided in the next sentence. When a performer is employed on a project

specifically identified to be part of a multi-project use (such as a trilogy of motion

pictures), consent to use the performer’s Employment-Based Digital Replica in another of

the identified projects may be obtained at the time the performer is first employed,

provided that a reasonably specific description of the intended use is provided for each

identified project. Consent for use in other identified project(s) is valid only if the

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 66

performer is also employed in the other identified project(s) or is deceased at the time the

other identified project(s) commences production.

“Any consent that the performer granted during

the performer’s lifetime shall continue to be valid after the performer’s death unless

explicitly limited otherwise. In the event the performer is deceased at the time the

Producer seeks consent (and the Producer has not already obtained consent during the

performer’s lifetime or the performer’s consent is no longer valid after death), the

Producer shall obtain the consent of the authorized representative (or the Union, if the

deceased performer’s authorized representative cannot be identified or located) who

represents the deceased performer’s exclusive rights as determined by applicable law.

“The day performer rate (including additional

compensation for residuals as applicable) shall be the minimum for purposes of the

bargaining referred to above with respect to use of a performer’s Employment-Based

Digital Replica in connection with a motion picture other than one for which the

performer was employed or in any other field or medium, except that use of the

performer’s Employment-Based Digital Replica in a field or medium covered by a SAG-

AFTRA collective bargaining agreement shall be subject to bargaining at no less than the

minimum wages and residuals, if any, provided for in that collective bargaining

agreement. No additional compensation shall be required for use of an Employment-

Based Digital Replica that was created in connection with employment of a performer

who was employed under Schedule F.

“(3) Independently Created Digital Replica

“The following applies to use of an ‘Independently Created

Digital Replica’ in connection with a motion picture that commences principal

photography on or after [insert date that is the first Sunday that is 90 days after the

AMPTP’s receipt of notice of ratification].

“A Producer may use an Independently Created Digital Replica

in connection with a motion picture for which the natural performer was not employed

upon obtaining consent as required herein and bargaining for that use. Consent must be

clear and conspicuous and obtained prior to exploitation in a writing signed by the natural

performer that includes a reasonably specific description of the intended use.

“Any consent that the performer granted during the performer’s

lifetime shall continue to be valid after the performer’s death unless explicitly limited

otherwise. In the event the natural performer is deceased at the time the Producer seeks

consent (and the Producer has not already obtained consent during the natural

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 67

performer’s lifetime or the natural performer’s consent is no longer valid after death), the

Producer shall obtain the consent of the authorized representative (or the Union, if the

deceased natural performer’s authorized representative cannot be identified or located)

who represents the deceased natural performer’s exclusive rights as determined by

applicable law.

“Any compensation paid to the performer for use of the

Independently Created Digital Replica shall be subject to pension or retirement and

health contributions pursuant to Section 34 of the General Provisions of this Agreement

or Section 22 of the Television Agreement, as applicable.

“No consent is required when the use is of the type protected

by the First Amendment to the United States Constitution, including but not limited to

instances when the First Amendment would protect a use for purposes of comment,

criticism, scholarship, satire or parody, or would protect a use in a docudrama, or

historical or biographical work.

“For clarity, this subparagraph [XX].A.(3) does not apply to

use of an Employment-Based Digital Replica created pursuant to subparagraph

[XX]A.(2) above in connection with a motion picture other than the one for which the

performer was employed; the provisions of subparagraph [XX]A.(2)(b)(ii) apply instead.

“B. Digital Alteration

“This Section [XX].B. applies when a performer is employed by the

Producer under this Agreement under a contract entered into on or after [the first Sunday

that is 90 days after the AMPTP’s receipt of notice of ratification] to render services as a

performer in a motion picture and the Producer (directly or through a third party) digitally

alters the performer’s voice or likeness in that motion picture.

“The Producer must obtain the consent of the performer to digitally

alter the performer’s performance in photography or sound track previously recorded by

the performer; provided, however, that no consent is required when the photography or

sound track of the performer remains substantially as scripted, performed and/or

recorded. Any consent required must be clear and conspicuous and include a reasonably

specific description of the intended alteration(s). Consent may be obtained through an

endorsement or statement in the performer’s employment contract that is separately

signed or initialed by the performer or in a separate writing that is signed by the

performer.

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 68

“Any consent that the performer granted during the performer’s

lifetime shall continue to be valid after the performer’s death unless explicitly limited

otherwise. In the event the performer is deceased at the time the Producer seeks consent

(and the Producer has not already obtained any required consent during the performer’s

lifetime or the performer’s consent is no longer valid after death), the Producer shall

obtain the consent of the authorized representative (or the Union, if the deceased

performer’s authorized representative cannot be identified or located) who represents the

deceased performer’s exclusive rights as determined by applicable law.

“C. For clarity, the Producer need not obtain the consent of the performer

under Paragraphs A.(2) or B. above to perform post-production alterations, editing,

arranging, rearranging, revising or manipulating of photography and/or sound track for

purposes of cosmetics, wardrobe, noise reduction, timing or speed, continuity, pitch or

tone, clarity, addition of visual/sound effects or filters, standards and practices,

ratings,

an adjustment in dialogue or narration or other similar purposes, or under any

circumstance when dubbing or use of a double is permitted under the Codified Basic

Agreement or Television Agreement. Without limiting the foregoing, no consent is

required under Paragraphs A.(2) or B. above for purposes of adjusting lip and/or other

facial or body movement and/or the voice of the performer to a foreign language, or for

purposes of changes to dialogue or photography necessary for license or sale to a

particular market (e.g., substitution of dialogue about an airplane crash for in-flight sales

or altering dialogue to adhere to cultural norms for sale to a particular country).

“D. Claims for violation of this Section [XX] are arbitrable under Section

9 of the General Provisions of this Agreement or Section 50 of the Television Agreement,

as applicable, and must be brought under those Sections. Remedies shall be limited to

monetary damages.

“E. Except as explicitly set forth herein, it is understood that this Section

[XX] does not expand or contract any existing rights and obligations under the Codified

Basic Agreement and Television Agreement. Without limiting the generality of the

foregoing, it is understood that nothing herein overrides Section 43 of the General

Provisions.”

The parties agree that adjustments for standards and practices means adjustments to adhere to

stricter standards.

The parties agree that adjustments for ratings means adjustments to obtain a rating for a wider

audience.

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 69

b. Generative Artificial Intelligence

Add a new Section XX.1. to the General Provisions of the SAG-AFTRA Codified Basic

Agreement as follows:

“[XX.1.] GENERATIVE ARTIFICIAL INTELLIGENCE

“The parties acknowledge that definitions of Generative Artificial Intelligence

(‘GAI’) vary, but agree that the term generally refers to a subset of artificial intelligence

that learns patterns from data and produces content based on those patterns (e.g.,

ChatGPT4, MidJourney, Dall-E2). It does not include ‘traditional AI’ technologies

programmed to perform specific functions (e.g., CGI and VFX), such as those already

used during all stages of motion picture production (e.g., pre-visualization, pre-

production, production, post-production, distribution, marketing). The term GAI is used

for convenience and this Section [XX.1] shall also apply to any technology that is

consistent with the foregoing definition, regardless of its name.

“A. Use of Synthetic Performers Created Through Generative Artificial

Intelligence

“The following applies to use of Synthetic Performers in a motion

picture that commences principal photography on or after [insert date that is the first

Sunday that is 90 days after the AMPTP’s receipt of notice of ratification]. A ‘Synthetic

Performer’ is a digitally-created asset that: (1) is intended to create, and does create, the

clear impression that the asset is a natural performer who is not recognizable as any

identifiable natural performer; (2) is not voiced by a natural person; (3) is not a Digital

Replica (as defined in Section [XX] above); and (4) no employment arrangement for the

motion picture exists with a natural performer in the role being portrayed by the asset.

“The parties acknowledge the importance of human performance in

motion pictures and the potential impact on employment under this Agreement when a

Synthetic Performer created through a GAI system is used in a human role that would

otherwise be performed by a human. For those reasons, the Producer agrees to give the

Union notice and an opportunity to bargain in good faith over appropriate consideration,

if any, if a Synthetic Performer is used in place of a performer who would have been

engaged under this Agreement in a human role.

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 70

“The parties acknowledge that the Producers have customarily used

digital technologies to generate non-human characters without the services of a performer

covered under this Agreement, and that the foregoing does not apply to such uses.

“If a Producer intends to create, and does create, a Synthetic Performer

with a principal facial feature (i.e., eyes, nose, mouth and/or ears) that is recognizable as

that of a specific natural performer through the use of such identified natural performer’s

name and facial feature in the prompt to a GAI system, the Producer shall obtain such

identified natural performer’s consent and bargain with such natural performer for the use

of the Synthetic Performer in connection with a motion picture and no additional

discussion with the Union, consideration or remuneration, is required under this Section

[XX.1]. For clarity, the foregoing provision shall apply to each such identified natural

performer if more than one specific natural performer’s recognizable principal facial

feature is used in the described manner (e.g., Performer 1’s eyes, Performer 2’s mouth).

No consent is required when the use is of the type protected by the First Amendment to

the United States Constitution, including but not limited to instances when the First

Amendment would protect a use for purposes of comment, criticism, scholarship, satire

or parody, or would protect a use in a docudrama, or historical or biographical work.

“Claims for violation of this Section [XX.1.] are arbitrable under

Section 9 of the General Provisions of this Agreement or Section 50 of the Television

Agreement, as applicable, and must be brought under those Sections. Remedies shall be

limited to monetary damages.

“B. The Producers agree to meet regularly with the Union during the term

of the 2023 SAG-AFTRA Codified Basic Agreement and 2023 SAG-AFTRA Television

Agreement to discuss appropriate remuneration, if any, with respect to photography

and/or sound track recorded under these Agreements or any predecessor Agreement that

is used to train a GAI system for the purpose of creating Synthetic Performers for use in

new motion picture content.

“C. Each Producer agrees to meet with the Union during the term of this

Agreement at least semi-annually at the request of the Union and subject to appropriate

confidentiality agreements to discuss and review information related to the

Producer’s use and intended use of GAI in motion picture development and

production, which may include discussion of efforts to ensure that use(s) of GAI mitigate

against biases.

“D. The parties agree to meet six (6) months in advance of the expiration

date of this Agreement to begin negotiations regarding this Section [XX.1].”

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 71

c. Digital Replication and Alteration of Background Actors

Add a new Section to Schedule X-I and Schedule X-II of the SAG-AFTRA Codified Basic

Agreement as follows:

“[__]. DIGITAL REPLICATION AND ALTERATION

“This Section [__] applies when a background actor is employed by the

Producer under this Agreement on or after [the first Sunday that is 90 days after the

AMPTP’s receipt of notice of ratification] to appear in a motion picture and, in

connection with the background actor’s employment on the motion picture, the Producer

(directly or through a third party):

“(i) requires the background actor to provide services for purposes of

creating a Background Actor Digital Replica;

“(ii) uses a Background Actor Digital Replica as provided herein; or

“(iii) digitally alters the background actor’s voice or likeness.

“To the extent practicable, Producers shall endeavor to comply with the

provisions of this Section [ ] on or after the first day of the term of this Agreement but

prior to [the first Sunday that is 90 days after the AMPTP’s receipt of notice of

ratification].

“For purposes of this Section, a ‘Background Actor Digital Replica’ of a

background actor is a replica of the voice or likeness of the background actor which is

created using digital technology with the background actor’s physical participation and is

for the purpose of depicting the background actor in a scene in which the background

actor did not actually appear.

“This Section [ ] does not apply to ‘tiling’ of background actors.

“Except as explicitly set forth herein, it is understood that this Section [ ] does not expand or

contract any existing rights and obligations under the Codified Basic Agreement and Television

Agreement. Without limiting the generality of the foregoing, it is understood that nothing herein

overrides Schedule X, Part I, Section 17(e) or Schedule X, Part II, Section 17.E., as applicable

(regarding use of digital technology to double a background actor).

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 72

“A. Creation of Background Actor Digital Replicas

“(1) A Producer must notify a background actor no less than forty-

eight (48) hours in advance of the time the background actor’s services are required to

create a Background Actor Digital Replica, or at the time of booking if the background

actor is booked less than forty-eight (48) hours in advance of the time the background

actor’s services are required to create Background Actor Digital Replica. The Producer

must obtain consent if it requires the background actor to provide services for purposes of

creating the background actor’s Background Actor Digital Replica for use in connection

with a motion picture. The consent must be clear and conspicuous and may be obtained

through an endorsement or statement in the background actor’s employment paperwork

or voucher that is separately signed or initialed by background actor or in a separate

writing that is signed by the background actor.

“(2) When a background actor provides services for purposes of

creating a Background Actor Digital Replica on the same day the background actor

performs other work for the Producer under this Agreement, any time spent by the

background actor in connection with creating the Background Actor Digital Replica shall

be treated as work time.

“Producer will endeavor to schedule the background actor’s

services for purposes of creating a Background Actor Digital Replica on a day when the

background actor is also working for the Producer under this Agreement, when

practicable.

“When a background actor provides services for purposes of

creating a Background Actor Digital Replica on a day when the background actor does

not perform other work for the Producer under this Agreement, the background actor

shall be paid one (1) day’s pay.

“Notwithstanding the foregoing, no additional payment is due

to a background actor for providing services for purposes of creating a Background Actor

Digital Replica on a day when the Producer is required to pay the background actor for

any services, a travel allowance, an allowance for a day not worked on an overnight

location or a cancelled call; provided, however, that if the background actor is paid less

than one (1) day’s pay for that day, the Producer shall also pay an additional amount

necessary to reach one (1) day’s pay.

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 73

“B. Use of a Background Actor Digital Replica

“(1) Use in the Motion Picture for Which the Background Actor

Was Employed

“(a) A Producer may use a background actor’s Background

Actor Digital Replica in connection with a motion picture for which the background actor

was employed, upon obtaining the background actor’s consent to the extent required

herein. The Producer must obtain the background actor’s consent to use the Background

Actor Digital Replica in new photography or sound track not previously recorded by the

background actor; provided, however, that no consent is required when the photography

or sound track remains substantially as scripted, performed and/or recorded.

“Consent must be clear and conspicuous and include a

reasonably specific description of the intended use of the Background Actor Digital

Replica in that motion picture. Consent may be obtained through an endorsement or

statement in the background actor’s employment paperwork or voucher that is separately

signed or initialed by the background actor or in a separate writing that is signed by the

background actor. Any consent that the background actor granted during the background

actor’s lifetime shall continue to be valid after the background actor’s death unless

explicitly limited otherwise. In the event the background actor is deceased at the time the

Producer seeks any required consent (and the Producer has not already obtained consent

during the background actor’s lifetime or the background actor’s consent is no longer

valid after death), the Producer shall obtain the consent of the authorized representative

(or the Union, if the deceased background actor’s authorized representative cannot be

identified or located) who represents the deceased background actor’s exclusive rights as

determined by applicable law.

“(b) If the Producer uses a background actor’s Background

Actor Digital Replica in the role of a principal performer, the background actor shall be

paid the minimum rate for a performer for the number of production days that the

Producer determines the background actor would have been required to work had the

background actor instead been adjusted under Section 26 of Schedule A and performed

those scene(s) in person. The Producer will make a good faith effort to estimate the

number of production days utilizing objective criteria. Such compensation shall be

treated as wages for all purposes.

“In the event the performance of the Background

Actor’s Digital Replica in the role of a principal performer remains in the motion picture

in a manner that would have entitled the background actor to residuals had the

background actor been adjusted under Section 26 of Schedule A and performed those

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 74

scene(s) in person, the background actor shall be treated as having been adjusted under

Section 26 of Schedule A and shall be entitled to residuals when the motion picture is

exhibited in a market for which residuals are due. Residuals calculated under the time-

and-salary units distribution formula shall be based on the total number of days and

salary paid as a principal performer as per the preceding paragraph for the use of such

background actor’s Background Actor Digital Replica in the role of a principal

performer. For purposes of residuals calculated under the rateable distribution formula,

such background actor shall be treated as a day performer and assigned one (1) unit.

“(2) Use Other Than in the Motion Picture for Which the

Background Actor Was Employed

“A Producer may not use a background actor’s Background

Actor Digital Replica in connection with a motion picture other than one for which the

background actor was employed or in any other field or medium without obtaining the

background actor’s consent and bargaining separately for the use.

“Consent must be clear and conspicuous and include a

reasonably specific description of the intended use. Consent must be obtained prior to

use, but may not be obtained at the time of employment.

“Any consent that the background actor granted during the

background actor’s lifetime shall continue to be valid after the background actor’s death

unless explicitly limited otherwise. In the event the background actor is deceased at the

time the Producer seeks consent (and the Producer has not already obtained consent

during the background actor’s lifetime or the background actor’s consent is no longer

valid after death), the Producer shall obtain the consent of the authorized representative

(or the Union, if the deceased background actor’s authorized representative cannot be

identified or located) who represents the deceased background actor’s exclusive rights as

determined by applicable law.

“The background actor daily minimum shall be the minimum

for purposes of the bargaining referred to above with respect to use of a background

actor’s Background Actor Digital Replica in connection with a motion picture other than

one for which the background actor was employed or in any other field or medium,

except that use of the background actor’s Background Actor Digital Replica in a field or

medium covered by a SAG-AFTRA collective bargaining agreement shall be subject to

bargaining at no less than the minimum wages and residuals, if any, provided for in that

collective bargaining agreement.

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 75

“(3) Digital replication of background actors will not be used in lieu

of hiring background actors necessary to fulfill the applicable coverage maximums for

the scene(s) to be photographed. A Producer shall not use the Background Actor Digital

Replica of a background actor to circumvent the engagement of that background actor.

“C. Digital Alteration

“The Producer must obtain the consent of the background actor to

digitally alter the background actor’s appearance in photography or sound track

previously recorded by the background actor; provided, however, that no consent is

required when the photography or sound track of the background actor remains

substantially as scripted, performed and/or recorded. Any consent required must be clear

and conspicuous and include a reasonably specific description of the intended

alteration(s). Consent may be obtained through an endorsement or statement in the

background actor’s employment paperwork or voucher that is separately signed or

initialed by the background actor or in a separate writing that is signed by the background

actor.

“Any consent that the background actor granted during the background

actor’s lifetime shall continue to be valid after the background actor’s death unless

explicitly limited otherwise. In the event the background actor is deceased at the time the

Producer seeks any required consent (and the Producer has not already obtained consent

during the background actor’s lifetime or the background actor’s consent is no longer

valid after death), the Producer shall obtain the consent of the authorized representative

(or the Union, if the deceased background actor’s authorized representative cannot be

identified or located) who represents the deceased background actor’s exclusive rights as

determined by applicable law.

“In the event a background actor’s lip or facial movements are

digitally altered to make it appear that the background actor is speaking line(s) and

dialogue is included, the background actor shall be adjusted to a day performer pursuant

to Section 26 of Schedule A of this Agreement.

“D. For clarity, the Producer need not obtain the consent of the background

actor under Paragraphs B. or C. above to perform post-production alterations, editing,

arranging, rearranging, revising or manipulating of photography and/or sound track for

purposes of cosmetics, wardrobe, noise reduction, timing or speed, continuity, pitch or

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 76

tone, clarity, addition of visual/sound effects or filters, standards and practices,

ratings,

an adjustment in dialogue or narration or other similar purposes, or under any

circumstance when dubbing or use of a double is permitted under the Codified Basic

Agreement or Television Agreement.

“E. Claims for violation of this Section [ ] are arbitrable under Section 55

and must be brought under that Section. Remedies shall be limited to monetary

damages.”

30. Late Payment (Union Proposal No. 14)

Upon request of the Union, a Producer shall meet with the Union to discuss any concerns the

Union may have regarding timely payment to performers and/or background actors, with the

objective of finding ways to ensure that performers and background actors are paid on a

timely basis in accordance with the requirements of the Agreements.

31. Credits (Union Proposal No. 7.A.)

The AMPTP agrees to issue the following letter to SAG-AFTRA:

“Dear Duncan:

“During the 2023 negotiations, the Union discussed the importance to the advancement of

performers’ and background actors’ careers of accurate credits appearing on the IMDb

website, which is commonly used by producers and casting directors for the purpose of

verifying a performer’s or background actor’s previous work experience. This will confirm

that the Producers agreed to make reasonable efforts to assist a performer whom it employed

on a motion picture who is unable to obtain from other sources the corroborating information

needed to correct or add a credit on IMDb. Background actors may contact the background

casting agency through which they were hired if they are unable to obtain from other sources

the corroborating information needed to correct or add a credit on IMDb. The AMPTP will

contact the major background casting agencies to advise them that they should make

reasonable efforts to assist a background actor in the event they are contacted by a

background actor for this purpose.”

The parties agree that adjustments for standards and practices means adjustments to adhere to

stricter standards.

The parties agree that adjustments for ratings means adjustments to obtain a rating for a wider

audience.

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 77

32. Insurance (Union Proposal No. 13)

a. Modify Section 23.A. of the General Provisions of the Codified Basic Agreement:

“23. AIR TRAVEL AND FLIGHT INSURANCE

“A. Producer shall provide accidental death and dismemberment insurance for

the benefit of the performer or the performer’s designated beneficiary in a

principal sum not less than the highest amount provided for under any

other collective bargaining agreement entered into by the Producer with

any other Guild or Union, and in no event less than $200,000.00

$100,000.00 to the performer or the performer's designated beneficiary

when performer is required to travel by any means other than by air at the

request of Producer, $250,000.00 when the performer is required to travel

by plane at the request of Producer, or $350,000.00$250,000.00 when

performer is required to travel by helicopter at the request of Producer.”

b. Modify the penultimate paragraphs of Section 38 of Schedule X-I of the CBA and Section

39 of Schedule X-II of the CBA as follows:

“…Accident insurance for death or dismemberment during air travel or the necessary

funds to purchase available vending machine insurance, in an amount at least equal to the

highest amount provided for by any other collective bargaining agreement entered into by

the Producer with any other Guild or Union, shall be furnished at the expense of the

Producer to each background actor required to travel by air in the course of his

employment, but in no event shall such amount be less than the amount set forth in

General Provisions, Section 23 herein $100,000.00….”

33. Animal Monitoring (Union Proposal No. 1)

a. Modify the last two paragraphs of Section 44 of the General Provisions of the Codified

Basic Agreement as follows:

“A Producer may use American Humane or any other animal monitoring service

mutually agreed upon between the parties. Producer shall notify SAG-AFTRA which

animal monitoring service it has decided to use.

“The Producer shall notify the American Humane Association agreed-upon

animal monitoring service prior to the commencement of any work involving an

animal or animals and advise it of the nature of the work to be performed. Script

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 78

scenes involving animals shall be made available to the American Humane

Association agreed-upon animal monitoring service.

“Representatives of the American Humane Association agreed-upon animal

monitoring service may be present at any time during the filming of a motion picture

when any animals are used.”

b. SAG-AFTRA and the Producers recommend to the Trustees of the IACF that they

continue to explore the possibility of awarding grants to animal monitoring services other

than American Humane, subject to review by legal counsel.

c. The Union and the Producers have agreed to the list of mutually acceptable animal

monitoring services shown below. To the extent that a Producer wishes to use an animal

monitoring service not on the list, it will contact the Union to discuss. It is understood

that the Union and Producers may mutually agree to add additional animal monitoring

services to this list during the term of the Agreements.

1. American Humane (AH)

2. Animal Protection Agency (APA)

3. Movie Animals Protected (MAP)

4. Royal Society for the Prevention of Cruelty to Animals (RSPCA)

34. Reporting (Union Proposal Nos. 33.A. and 36)

a. The major studios agree to report foreign grosses separately from domestic grosses with

respect to gross receipts-based residuals by certain dates – see attached Exhibit B.

b. Modify Section 19.B. of the General Provisions of the Codified Basic Agreement (and

make conforming changes to Section 34(c) of the Television Agreement) as follows:

“B. Producer shall furnish to the Union reports indicating the compensation

paid, up to a maximum of $500,000 (effective [the first Sunday thirty (30) days after the

AMPTP’s receipt of notice of ratification], up to a maximum of $1,000,000), to

performers covered hereunder.”

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 79

35. Promotional Runs for Made-for-Network Television Programs on Linear Television

(Producers’ Proposal No. 1)

Modify Section 18(b)(3) of the Television Agreement (and make conforming changes) as

follows:

“(3) Promotional Launch Period

“The parties agree to the following for the purpose of encouraging the

success of new dramatic free television series produced for a network or for The CW or My

Network TV (excluding multi-part, closed-end pictures). No residual compensation shall be

due to series contract or term contract performers under this Section 18 nor under Section

18.1 for the second run (which may be either on free television or basic cable) of three (3)

programs chosen by the Producer from the first season of a series (including the pilot) subject

to a maximum of twenty-five percent (25%) of the total number of episodes ordered

(including the pilot), of the first three episodes broadcast (which may include the pilot)

during the first production season, provided that the second run occurs within a two (2)

month period following the initial exhibition of each program. (For example, if the total

number of episodes, including the pilot, ordered in the first season of a series is eight (8) or

nine (9), Producer may choose only two (2) episodes of the series (one of which may be the

pilot) for a promotional run.) If such second run is on free television, it shall not constitute a

‘run’ for purposes of Section 18(b) of this Agreement. Producer shall be obligated to report

any such run to the Union as required under this Section 18, even when the cast consists

entirely of series contract and/or term contract performers and notwithstanding the fact that

no payment shall be is due therefor.

“The Producer may not utilize this provision at any time after the

series has been cancelled or a decision has been made not to order additional seasons or

episodes.”

Make conforming changes.

36.

Limited Theatrical Exhibitions Under the Television Agreement (Producers’ Proposal

No. 3)

a. Modify subparagraph (1) of Sideletter Q (and make conforming changes to the other

subparagraphs, including but not limited to subparagraphs (6)-(8)) to provide in lieu of

the provisions in Section 19(a), (b), (c) and (d)(1) of the Television Agreement:

“(1) If one or more episodes of a free television, pay television or basic cable series,

one or more episodes of a High Budget SVOD series or multi-part, closed-end

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 80

series mini-series (as defined in Sideletter H re: Programs Made for New Media),

either alone or in combination with another episode of the same or different

series, or a long-form television motion picture made for free television, pay

television or basic cable or a one-time High Budget SVOD Program 66 minutes

or more in length, (but not one that is a High Budget SVOD Program) is exhibited

theatrically with an admission charge after its initial exhibition on television (or

initial availability on a subscription consumer pay platform in the case of a High

Budget SVOD Program, High Budget SVOD series or multi-part, closed-end

series mini-series), the Producer shall pay to the Union, for rateable distribution to

the performers, an amount equal to nine percent (9%) of the ‘Distributor’s gross

receipts’ derived from licensing the theatrical exhibition rights and, for this

purpose, shall include the fair market value of any in-kind consideration, provided

that:

“(a) The theatrical exhibition shall take place at least twenty-four (24) hours

after the episode's initial telecast (or, for a High Budget SVOD series or

multi-part, closed-end series mini-series, at least twenty-four (24) hours

after the episode has been made available for viewing on the streaming

service) or at least thirty (30) days after the initial telecast of a long-form

television motion picture or at least forty (40) consecutive days after the

one-time High Budget SVOD Program 66 minutes or longer has been

made available for exhibition on a streaming service;

“(b) The theatrical exhibition shall not exceed eight (8) days, which need not

be consecutive, unless the initial theatrical exhibition takes place more

than one year after the initial telecast (or, for High Budget SVOD series or

mini-series, more than one year after the initial availability for viewing on

the streaming service), in which case there is no limit on the length of the

theatrical exhibition;”

b. Renew the

sunset

clause in Sideletter Q concerning limited theatrical exhibitions.

c. Modify Section 19(k) of the Television Agreement to provide as follows:

“(k) When a television motion picture or covered New Media program pilot or

an episode of a series which has not ended its initial run is exhibited theatrically for

promotional purposes, no admission fee is charged and no remuneration is received by

the Producer or the Producer’s licensee in consideration for the use of the motion picture,

no payment shall be due hereunder. SAG-AFTRA agrees to give good faith

consideration to any request for a waiver of the payment due under this Section 19 in any

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 81

other circumstance when no monies are paid to the Producer or the Producer’s licensee in

consideration for the use of the motion picture.”

37. Soft Pick-up Dates for Daily and Weekly Performers (Producers’ Proposal No. 5.a.)

a. Modify Section 6 of Schedule A of the Codified Basic Agreement (and make conforming

changes, including but not limited to [Schedules that incorporate Schedule A], Sections

73 and 75 of the Television Agreement) to provide an additional exception to the

consecutive days of employment provisions, including for a “major role performer” as

follows:

A performer engaged by the day on an episode of an episodic series or a part of a multi-

part, closed-end picture may be recalled for any purpose in connection with performer’s

work on such episode or part after a lapse of ten (10) days without payment for

intervening time. Producer shall give the performer a soft pick-up date for the

subsequent call at the time of the performer’s original employment. The soft pick-up

date shall operate as follows:

i. Should performer obtain a bona fide offer of employment that would require the

performer’s services within four (4) days prior to or four (4) days after the soft pick-

up date, performer shall promptly notify the Producer. The Producer will have a

twenty-four (24) hour period (excluding Saturdays, Sundays and holidays) to either

guarantee a pick-up date or, alternatively, modify the soft pick-up date so as not to

interfere with performer’s bona fide offer of employment.

ii. Soft pick-up dates may be utilized up to three (3) times per performer per episode or

part, as applicable. However, if Producer modifies a performer’s soft pick-up date to

accommodate a performer (including if a modification is in accordance with

subparagraph i. above), such soft pick-up date shall not count as one of the soft pick-

up dates for such episode or part.

iii. Producer need not provide the second soft pick-up date to performer until the

completion of the acting services associated with the first soft pick-up date.

Similarly, Producer need not provide a third soft pick-up date to performer until the

completion of the acting services associated with the prior soft pick-up date.

iv. Soft pick-up dates are subject to performer’s professional availability.

v. If a performer is picked up as a three-day or weekly performer during any of the three

(3) soft pick-ups, the performer’s negotiated three-day or weekly rate, but no less than

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 82

the applicable scale rates, and contract provisions for such employment will apply to

performer during that employment period.

b. Modify Section 15.D. of Schedule B and Section 15.C. of Schedule C of the Codified

Basic Agreement (and make conforming changes, including but not limited to [Schedules

that incorporate Schedules B or C], Sections 73 and 75 of the Television Agreement) to

provide an additional exception to the consecutive days of employment provisions,

including for a “major role performer,” as follows:

A freelance performer engaged by the week on an episode of an episodic series or on a

part of a multi-part, closed-end picture may be recalled for any purpose in connection

with performer’s work on the episode or part, as applicable, after a lapse of ten (10) days

without payment for intervening time. (For a “major role performer” employed on a

High Budget SVOD Program who is released prior to completion of the guaranteed

period of employment, the ten (10) day lapse shall be measured from the date of release.)

Soft pick-up date(s) as provided in Item 37.a. above shall apply, except only two (2) soft

pick-up dates may be used per performer per episode. If performer is recalled on a daily

basis, payment for the pick-up date(s) must be paid at the performer’s pro rata daily rate,

but not less than daily scale, and the contract provisions applicable to a day performer

will apply during that work period. If a performer is recalled on a three-day basis,

payment for the pick-up date(s) must be paid at the performer’s negotiated rate, but not

less than the three-day scale rate, and the contract provisions applicable to a three-day

performer will apply during that work period.

38. Modified Deal Performer and Modified Guest Performer (Producers’ Proposal No. 5.b.)

Add a new Section 4.1 to the Television Agreement (and make conforming changes to

Schedule C (and related Schedules) of the Codified Basic Agreement) to provide:

“4.1 MODIFIED DEAL PERFORMER CONTRACTS AND MODIFIED

GUEST PERFORMER CONTRACTS

“(a) Modified Deal Performer Contracts

“A performer who is guaranteed not less than $21,538 (to be increased by

any general wage increase in each year of the Agreement) per episode of an episodic

series or per part of a multi-part, closed-end picture, as applicable, may be engaged under

a Modified Deal Performer contract. Under a Modified Deal Performer contract, total

work time may not exceed ten (10) days times the number of episodes or parts

guaranteed, as applicable, and the overall production period may not exceed thirty (30)

calendar days times the number of episodes or parts guaranteed, as applicable.

This draft memorandum is a document in progress and is subject to final language agreement. The draft is not final until executed by both parties.

DRAFT ONLY

NOT FINAL

00296550.DOCX; 4 83

Additional days beyond the permitted total work time shall be paid at the performer’s pro

rata daily rate, but not less than daily scale. The performer may bargain freely with

respect to work dates within the overall production period and work dates do not need to

be consecutive. The Producer is not obligated to pay for intervening days between non-

consecutive work dates on an episode or part, provided that the work dates are within the

overall production period. Unless otherwise provided in the performer’s individual

contract, the Producer shall have the right to intermingle episodes or parts, as applicable,

and to require the performer to perform in more than one (1) episode or part, as

applicable, in a day. A performer engaged under a Modified Deal Performer contract

shall be subject to Schedule C. It is understood that the provisions of Section 2(c)

regarding ‘major role performer’ do not apply to a performer engaged under a Modified

Deal Performer contract, regardless of whether the performer meets the definition of a

‘major role performer.’

“(b) Modified Guest Performer Contracts

“A performer who is guaranteed not less than $14,000 (to be increased by

any general wage increase in each year of the Agreement) per episode or per part may be

engaged under a Modified Guest Performer contract. Under a Modified Guest Performer

contract, total work time may not exceed eight (8) days times the number of episodes or

parts guaranteed, as applicable, and the overall production period may not exceed twenty-

three (23) calendar days times the number of episodes or parts guaranteed, as applicable.