# MFN — MOST FAVORED NATION CLAUSE
*Frame × Frame Academy · Producer Kit · Drafting language*

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## WHAT MFN DOES
A Most Favored Nation clause guarantees that one party gets terms at least as favorable as any other comparable party in the same project. In film:
- Keeps cast comp parallel (no leaks, no escalation triggers)
- Prevents one actor's deal from forcing union escalation across the project
- Standard for ensemble pieces and indie films

## STANDARD MFN — TALENT

> "Notwithstanding any other provision of this Agreement, the compensation, credit, perks (including but not limited to dressing room, travel, per diem, and screen credit position), and other material terms provided to Artist shall be **on a 'Most Favored Nation' basis** with all other principal cast members of comparable standing receiving Compensation of equivalent or higher value, except as expressly excluded in **Schedule [A]** (the 'MFN Schedule')."

## EXCLUSIONS — STANDARD CARVE-OUTS
The MFN Schedule typically excludes:
- The director, producer, and writer when also acting
- Cameo or one-day-role performers (specified by number of shoot days)
- Performers under union scale (specified)
- Any Performer billed in main title cast

## MFN — PRODUCER

> "Producer's fee, credit, perks, and back-end participation shall be on a Most Favored Nation basis with the other Producers credited 'Produced By' on the Project. Should any Producer receive a more favorable term, Producer's terms shall be deemed automatically modified to match."

## MFN — PARTICIPATION POINTS

> "Artist's contingent compensation (the 'Points') shall be on a Most Favored Nation basis with all other talent participating in net profits of the Project, except as expressly excluded in **Schedule [B]** ('Net Profit MFN Schedule'). Should Producer enter into a profit participation agreement with any non-excluded Person providing more favorable participation than that provided to Artist, Artist's participation shall automatically increase to match."

## NEGOTIATION NOTES
- **Why producers love MFN:** No one cast member can demand more without triggering everyone else. Caps the upside but eliminates the leak risk.
- **Why agents push back:** Big names want preferential terms. Compromise: name the star outside the MFN pool but cap the differential.
- **SAG implications:** Once SAG attaches to a project, base scale escalates to SAG minimums automatically. MFN clauses must explicitly carve around SAG floors.
- **Don't MFN across budget tiers.** A $10M film's MFN is NOT a $100M film's MFN. Define the project class clearly.

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**Use this clause when:** Building an ensemble cast, financing through a profit-share pool, or working under SAG-AFTRA agreements where escalation triggers are a risk.
