# TERM SHEET — INDEPENDENT FILM INVESTMENT
*Frame × Frame Academy · Producer Kit · Template only — adapt with counsel*

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## PROJECT
- **Working Title:** [TITLE]
- **Producer / Production Company:** [LLC NAME, formed in STATE]
- **Genre / Logline:** [ONE-SENTENCE LOGLINE]
- **Estimated Total Budget:** $[AMOUNT]
- **Production Window:** [START – END]
- **Principal Filming Location:** [STATE / COUNTRY]
- **Tax Credit Estimate:** [%, applied against qualifying spend]

## INVESTMENT
- **Investor Name:** [LEGAL NAME / ENTITY]
- **Investment Amount:** $[AMOUNT]
- **Class:** [Class A / Class B equity unit]
- **Use of Funds:** Production financing only — no producer fees prior to delivery

## RECOUPMENT
1. **Premium:** Investors receive principal + a **[25%]** premium prior to any profit distribution. *Example: $100,000 investment → first $125,000 of recoupable revenue distributed to investor.*
2. **Order of Recoupment:** **[FIFO / LIFO / Pari Passu]**
   - FIFO: First-in-first-out by date of wire
   - LIFO: Last-in-first-out (for gap financing)
   - Pari Passu: Pro-rata across all investors
3. **Definition of Revenue:** All gross receipts received by Production Company from any source, NET of distribution commission, P&A reimbursement, and third-party participations agreed in writing.

## PROFIT SPLIT (after 100% recoupment + premium)
- **Investor Pool:** [50%]
- **Producer Pool:** [50%]
- Producer Pool subdivided per Operating Agreement.

## PRODUCER COMPENSATION
- Producer Fee: $[AMOUNT], deferred until first day of principal photography
- Backend Points: [X%] of Producer Pool
- All other deferments addressed in Operating Agreement

## CREATIVE CONTROLS
- Final cut: [Producer / Director / Investor approval required]
- Cast approval: [Producer's discretion / Mutual approval for top 3 roles]
- Title change: [Producer's discretion]
- Distribution deal approval: **Required for any deal exceeding [$X] term or [Y] years exclusivity**

## REPORTING
- Quarterly investor reports during production
- Annual profit-and-loss statement post-delivery
- Distribution statements forwarded within [30] days of receipt

## TERM
- Effective Date: [DATE]
- Closing: [DATE]
- Exclusivity: Binding upon execution of Operating Agreement and full subscription

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**Signatures Below in Long-Form Agreement**

This term sheet is a non-binding outline of intent. Final terms governed by Operating Agreement and Subscription Agreement. Investor acknowledges this is a high-risk investment in independent film, with no guarantee of return.
