Exhibit 10.8


 


THEATRICAL WRITER’S AGREEMENT


 


Dated as of February 6, 2017


 


	1.	Project:	Child Support (“Project”)
	 	 	 
	2.	Company:	Child Support Productions, LLC (“Company”)
	 	 	c/o King, Holmes, Paterno & Soriano
	 	 	1900 Avenue of the Stars, 250 Floor
	 	 	Los Angeles, CA 90067
	 	 	Attention:  Joe M. Carlone, Esq.
	 	 	 
	3.	Writer:	Ben Bolea (“Writer”)
	 	 	c/o WME
	 	 	9601 Wilshire Blvd, Beverly Hills, CA 90210
	 	 	Attention:  Holly Jeter
	 	 	 
	 	 	With copy to:
	 	 	David J. Matlof
	 	 	Hirsch Wallerstein Hayum Matlof + Fishman, LLP
	 	 	10100 Santa Monica Boulevard, Suite 1700 Los Angeles, California 90067


 


		4.	WRITING SERVICES / COMPENSATION:



 


		(a)	Writing and Fixed Compensation Schedule: Writer shall write one (1) re-write and, solely if requested by Company in
writing, one (1) polish. All payments due 50% upon commencement and 50% upon satisfactory delivery.



 


	Step 1:	Rewrite:
	 	 
	 	Writing period:  10 weeks
	 	Reading period:  4 weeks
	 	Payment due:  $75,000
	 	 
	Step 2:	Optional polish:
	 	 
	 	Writing period:  4 weeks
	 	Payment due:  $25,000


 


Contingent Compensation: 5% of 100% of Net Proceeds
(defined in accordance with the most favorable definition of net proceeds accorded to the director) from the picture (“Picture”)
based on the screenplay written by Writer if Writer receives sole “written by” credit and 2.5% of 100% of the Net Proceeds
from the Picture if Writer receives shared “written by” credit.


 


Production Bonuses: $150,000 if Writer receives
sole “written by” credit and $75,000 if Writer receives shared “written by” credit.


 




     


     


    

 


		5.	CREDITS: To be determined per the WGA Minimum Basic Agreement (“WGA MBA”), as applied, to the extent
reasonable and practical, by the parties acting reasonably and in good faith. To the extent of a disagreement, the parties, acting
reasonably and in good faith, will appoint an arbitrator with experience resolving credit disputes who is currently long standing
member of the WGA to make a determination applying the rules of the MBA as if such rules applied. If the parties cannot agree upon
an arbitrator the parties agree to permit WME to propose three (3) candidates with each party having the right to reject 1. All
other matters regarding credit will be negotiated by the parties acting reasonably and in good faith and in a manner consistent
with industry standards and practices.



 


		6.	NOTICES: All notices shall be sent to the addresses set forth above.



 


		7.	WGA: Company represents and warrants that it is not signatory to the WGA MBA. To the extent that Company
does become a signatory, the terms herein will then become subject to all of the terms and provisions of the WGA MBA and to the
extent that the terms and provisions of the WGA MBA are more advantageous to Writer than the terms hereof, the terms of said WGA
MBA shall supersede and replace the less advantageous terms of this agreement.



 


		8.	GRANT OF RIGHTS: Writer acknowledge that all results, product and proceeds of Writer’s services and all
incidental material produced hereunder or subject hereto or any portion thereof (“Results and Proceeds”) are being
specially ordered by Company for use as part of a motion picture and shall, from the inception of creation, be considered a “work
made for hire” for Company as specially commissioned for use as a part of a motion picture in accordance with Sections 101
and 201 of Title 17 of the U.S. Copyright Act and shall be entirely the Company’s property in perpetuity throughout the universe,
free of any claim whatsoever by Writer, or by any persons deriving any rights or interests therefrom. To the extent not a “work
made for hire.” Writer hereby irrevocably transfers, assigns and grants, in consideration for the compensation provided hereunder,
all rights including all exclusive exploitation rights of every kind and nature (including any and all copyrights and neighboring
rights, to the extent such assignment is allowed by law) in and to such Results and Proceeds to Company throughout the world and
in perpetuity. Therefore, Company shall be the author and copyright owner thereof for all purposes throughout the universe without
limitation of any kind or nature. Company shall solely and exclusively own throughout the universe in perpetuity all rights of
every kind and nature whether now or hereafter known or created in and in connection with such Results and Proceeds, including,
without limitation: (i) the copyright and all rights of copyright; (ii) all neighboring rights, trademarks and any and all other
ownership and exploitation rights now or hereafter recognized in any territory, including all rental, lending, fixation, reproduction,
broadcasting (including satellite transmission), distribution and all other rights of communication by any and all means, media,
devices, processes and technology; (iii) the rights to adapt, rearrange, and make changes in, deletions from and additions to the
Results and Proceeds, and to use all or any part thereof in new versions, adaptations, and other motion pictures including remakes
and sequels; (iv) the right to use the title of the Project in connection therewith or otherwise and to change such title; and
(v) all rights generally known as the “moral rights of authors.”



 




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		9.	WARRANTY AND INDEMNIFICATION:



 


		(a)	Writer represents and warrants that: (i) Writer has the right and power to enter into and fully perform this agreement and
to grant the rights granted to Company hereunder, and (ii) the Results and Proceeds shall be original, except only to the extent
provided to Writer by Company or in the public domain, and to the best of Writer’s knowledge after due inquiry, the Results
and Proceeds shall not defame, infringe upon or violate any right of privacy or violate the copyright or any other right of any
person, firm or entity. Company represents and warrants that Company has the right and power to enter into and fully perform this
agreement



 


		(b)	Writer agrees to indemnify and hold Company, its employees, executives, principals, agents, successors and assigns, harmless,
harmless from and against any and all claims, damages, losses, costs and expenses including, but not limited to reasonable outside
attorneys’ fees and costs, arising out of or in connection with any breach of any of Writer’s representations and Warranties
hereunder. Company will similarly defend, indemnify and hold Writer harmless from arid against any and all third party claim’s;
damages, losses, costs and expenses including, but not limited to, reasonable outside attorneys’ fees and costs, arising
out of the development, production, promotion, distribution and/or exploitation of the Picture, or any element thereof, not covered
by Writer’s indemnity of Company hereunder. Writer will also be named as an additional insured to the ETO and general liability
insurance policies.



 


		10.	GOVERNING LAW: Any dispute under or relating to the terms of this agreement, or any breach thereof, shall be
subject only to binding arbitration in accordance with the rules of ADR, Services, Inc. applying solely California law, to be held
only in Los Angeles, California, before a retired judge of the California Superior Court or an arbitrator with experience in the
entertainment industry and judgment on the arbitrator’s award shall be final and may be entered in any court of competent
jurisdiction.



 


		11.	MISCELLANEOUS:



 


		(a)	Writer agrees to execute any and all additional documents or instruments consistent with this agreement as reasonably requested
by Company. If Writer fails or is unable to execute any such documents or instruments within a reasonable period of time (i.e.,
three (3) business days or less if exigencies require), Writer hereby appoints Company as Writer’s attorney-in-fact with
the full right and, authority to execute and deliver the same, which appointment shall be deemed a power coupled with an interest,
with full power of substitution, and delegation, and shall be irrevocable. Company will provide Writer-with copies of all such
documents signed on Writer’s behalf; provided that, a failure to do so shall, be deemed to be a breach hereunder.



 




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		(b)	Assignment. This agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective
successors and permitted assigns and Company may assign any or all of its rights or obligations under this agreement to any third
party provided Company shall remain secondarily liable unless such assignment is to a major or mini-major studio, independent or
similar company that assumes all of Company’s obligations in writing.



 


		(c)	Remedies. In the event of a breach of any provision hereof by Company or its successors, licensees or assigns, Writer
agrees that Writer’s sole remedy shall be an action at law for money damages, if any, and in no event shall Writer seek or
have the right to seek or obtain any injunctive or other equitable relief, or enjoin, interfere with or otherwise prohibit the
development, production, exhibition, distribution, advertising and/or exploitation of the Results and Proceeds, the Project or
any allied, ancillary or subsidiary rights relating thereto, or to rescind any rights granted to Company hereunder.



 


		(d)	Formal Agreement. It is contemplated that the parties will enter into a more formal agreement containing the terms herein
and customary terms included in writing agreements of this kind, taking into account the services provided by Writer and the budget
and nature of the Project. Unless and until the parties enter into a more formal agreement superseding this agreement, this agreement
shall constitute the complete and entire understanding of the parties, and supersedes any prior or collateral negotiations or agreements.



 


AGREED TO AND ACCEPTED BY:


 


	 	 	MJW Productions
	 	 	 	 
	 	 	By:	/s/ Michael Witherill
	Authorized Signatory	 	Its:	 
	 	 	 	 
	 	 	 	Manager
	/s/ Ben Bolea	 	 	 


Ben Bolea




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