ANGEL STUDIOS
Torch Submission Agreement
ANGEL STUDIOS, INC., is a Delaware corporation (“We,” “Us,” or “Angel”) in the business of finding, supporting and ultimately distributing entertainment content that will amplify light. The entry point of that process is the submission of a short video (“Torch”) produced by creators of proposed content for evaluation by Angel of its audience potential pursuant to a proprietary system of appraisal by a jury of potential viewers (“Angel Guild System”). We are pleased to accept and submit to the Angel Guild System the Torch brought to Us by {name15} (“You” or “Creator”) for your proposed {whatType} entitled "{whatIs}“ (“Content”). This “Agreement” sets forth the promises and commitments we’ve made to each other with respect to that submission and it is made up of two parts:
“The Deal Terms” which lay out all the basics of our arrangement; followed by
“The Standard Terms and Conditions” (or “ST&C”) that go more into the legal nitty-gritty of it all. (Schedule I);
This Agreement is dated as of ___{effectiveDate}__. (“Effective Date”).
THE DEAL TERMS
- CONTINGENCIES:
- Chain-of-Title: Creator’s legal chain-of-title to the “Underlying Material” of the Torch (more on this in Paragraph 1. of the ST&C); and
- Torch: Submission by You of a digital copy of your Torch (to be no less than 5 or greater than 20 minutes in length) as approved and accepted by Us.
- TERM: The “Term” begins on the Effective Date and continues until the earlier of: (i) the date of any Project Agreement entered into between You and Us pursuant to Paragraph 4. below; (ii) written notification to You that We have elected not to proceed further with the Content (“Election Not to Proceed”); or (iii) 12 months from the Effective Date.
- GUILD PROCESS: Once submitted to Angel’s Guild, Guild members are asked to review the Torch and respond to two questions: First: does this project Amplify light? This question helps determine whether a project fits Angel’s “northstar” mission. Second: how would you feel if this was never turned into an Angel Studios series/movie? We ask this question and others to help gauge demand for the film. The baseline for being eligible to enter into a Project Agreement with Angel is 40% of responders saying they would be “very disappointed” if the project were not made. Angel will consider other factors before entering a Project Agreement or Content Distribution Agreement with you if your Torch becomes eligible by achieving the 40% threshold.
- ANGEL TORCH RIGHTS: During the Term, You grant Us the non-exclusive right to stream, display and/or otherwise make accessible your Torch to any and all viewers as selected and deemed suitable by Us in connection with our Angel Guild System including any reformatted or edited versions thereof as well as alternate and/or repeated submissions to differing viewer groupings and/or on differing viewing platforms and/or other methods (such as email campaigns) bundled with other content and/or featured alone all as determined by Us in our sole discretion. Angel Torch Rights also include the use thereof for possible marketing and promotional purposes pursuant to Paragraph 5. below (if applicable).
- RIGHT OF FIRST NEGOTIATION: In return for submitting your Torch into our Angel Guild System, You agree, at our election, to negotiate in good faith an agreement for Us to become the exclusive distributor of the Content based upon our “Content Distribution Agreement,” which agreement (if the Parties so elect) will be accompanied and preceded by Our “Campaign Assistance Agreement” to support You in crowd funding your Content. (together with the Content Distribution Agreement, the “Angel Project Agreements”). If the Torch does not pass the Guild, Creator shall consult with Angel on whether to resubmit the Torch or develop the project outside of Angel Studios.
- MARKETING & PROMOTIONAL RIGHTS: If an Angel Project Agreement is entered into pursuant to Paragraph 4. above, the Angel Torch Rights will extend beyond the Term into perpetuity and expand to include the right to use the Torch (including any edited versions thereof) in connection with any marketing, advertising, crowdfunding or promotion of Angel and/or the Content
- NOTICES:
a. To Creator:
[Creator Company] ____{nameOf}____
[Creator Company Address] __{companyAddress}_
[Creator Email] ___{email}___
b. To Angel:
Neal Harmon, CEO
Angel Studios, Inc.
295 West Center Street
Provo, UT 84601
Email: legal@angel.com
8. DEFINITION OF TERMS: Words that begin with capital letters in these Deal Terms (like “Agreement” – sometimes called “terms of art”) that aren’t defined, will have the meaning given in the ST&C. But if You can’t find it there – then they’ll have the meaning commonly understood in the entertainment industry.
9. DEAL TERMS GOVERN: If there’s any conflict between The Deal Terms and The Standard Terms and Conditions of the Agreement Documents, The Deal Terms will govern.
[CREATOR] ANGEL STUDIOS, INC.
By______________________________ By____________________________
Name____{name15}____ Name _____Jeffrey Harmon_______
Its____{companyTitle}___ Its ____Chief Content Officer___
Schedule I
THE STANDARD TERMS AND CONDITIONS
The Standard Terms and Conditions (“ST&C”) to the Torch Submission Agreement, dated as of __{date}__, between __{name}__, (“Creator”), and ANGEL STUDIOS, INC., a Delaware Corporation (“Angel”).
1. CONTINGENCIES/APPROVAL OF CHAIN-OF-TITLE: To clear the chain-of-title, Creator must establish that Creator will be the sole owner of all literary, dramatic or musical material not otherwise within the public domain (“Underlying Material”) free of any claim, lien, limitation or condition of any kind. As used herein, “Underlying Material” shall mean all Underlying Material that is:
written or composed for use in the Torch;
acquired, supplied or assigned by Creator (or by any other person that produced or was associated in the production of the Torch) for or in connection with the Torch;
included in the Torch; and/or
on which the Torch is based in whole or in part.
Documents that may be used to establish Creator’s ownership in the Torch and all materials contained therein may include, but are not limited to:
(i) Personnel Agreements: Copies of fully-executed agreements or deal memos for the director, producer, composer, actors, and personnel whose contributions appear on-screen in the Torch, along with a key crew contact list; (ii) Releases: Signed releases from all persons identified by name or likeness in the Torch who do not have signed contracts; (iii) Third Party Content Releases: Signed releases for all stock footage, images, product placements, film clips, or other third party materials used in the Picture, along with a summary sheet stating, for each element of third party content, the copyright owner, usage, as well as the film footage and running time, if applicable; (iv) Music Cue Sheet: A Music Cue Sheet stating for each composition in the Torch the title, the composers, publishers, copyright owners, usage, performing rights society, as well as the film footage and running time; (v) Music Licenses: Fully-executed synchronization and master use licenses, in perpetuity, for each item of licensed music used in the Torch.
2. REPRESENTATIONS & WARRANTIES: Creator and Angel each hereby represent, warrant and covenant to the other as follows: (i) It is duly incorporated or organized, validly existing and in good standing under the laws of its state or country of incorporation or organization; (ii) it has the full power, authority and ability to enter into, execute and deliver all rights granted hereunder as well as perform all its obligations hereunder; (iii) this Agreement constitutes a valid and binding obligation of it enforceable in accordance with the terms hereof; and (iv) the execution, delivery and performance of this Agreement will not cause it to be in material breach of a third party agreement which breach would jeopardize its ability to perform its obligations hereunder. In addition to these joint representations and warranties, Creator specifically acknowledges, represents and warrants (x) that Creator owns or has appropriately licensed all Underlying Materials used in its Torch; and (y) that Angel receives numerous submissions and that any similarity between your Torch and another Angel project does not imply infringement of your copyright.
3. INDEMNITY: Each party (the “Indemnitor”) to this Agreement shall indemnify and hold harmless the other party from and against any and all liability arising out of any breach of this Agreement by the Indemnitor. Creator specifically indemnifies Angel from any intellectual property infringement claims of third parties arising out of Angel’s publishing of the Torch on its platforms or websites.
4. POST TERM OBLIGATIONS: If You receive an Election Not To Proceed or the Term has expired without the parties entering into an Angel Project Agreement, then the parties will have no further rights and obligations to the other with respect to the Torch and the Content.
5. SIMILAR SUBMISSIONS: Angel Studios receives hundreds of Torch submissions each year and may produce or enter distribution relationships with creators who have projects and project elements similar to yours. The likelihood of similarities amongst submissions is increased due to the niche audience served by Angel Studios. By submitting your Torch to the Angel Guild and as consideration for Angel's review of your Torch, You agree to release, discharge and hold harmless Angel Studios and its successors and assigns from any claims of copyright infringement. Creator shall defend, indemnify and hold harmless Angel, its parent, subsidiary and affiliate organizations, and its and their employees, agents, successors and assigns from and against any and all claims, actions, damages and losses, liabilities and expenses, including reasonable attorneys’ fees, arising out of or caused by Creator's breach of any of the representations, warranties, undertakings and agreements made by Creator hereunder.
6. MISCELLANEOUS:
- Governing Law/Jurisdiction: The interpretation, construction, validity, performance, and enforcement of this Agreement shall be governed in accordance with the laws of the State of Utah, in the United States, as if performed wholly within Utah and without giving effect to the principles of conflicts of law. The exclusive jurisdiction and venue of any action regarding this Agreement shall be in the Fourth District Court in Provo, Utah, and each of the Parties submits itself to the exclusive jurisdiction and venue of that court.
- Mediation: In the event of a dispute between the Parties, prior to commencing any litigation the Parties agree to enter into good-faith non-binding mediation with a mediator mutually selected by the parties. Such mediation shall take place in Provo, Utah. Each party shall pay its own costs of the mediation and the cost of the mediator shall be divided equally between the parties.
- No Publicity: Creator will not use Angel’s name, brand, service marks or trademarks in any press release, advertising or other public announcement, without Angel’s prior written consent in each instance.