# CO-PRODUCER DEAL MEMO — TEMPLATE
*Frame × Frame Academy · Producer Kit · Template only — adapt with counsel*

> Use this when you're consciously bringing on a producer-partner who will contribute work (talent attachments, financing connections, distribution access, executive producing duties) in exchange for back-end participation and producer credit. This is **NOT** a passive investor deal and **NOT** an Executive Producer flat-fee deal.

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## PROJECT
- **Working Title:** [TITLE]
- **Producer of Record (Lead):** [YOUR NAME / ENTITY]
- **Co-Producer:** [PARTNER NAME / ENTITY]
- **Project LLC:** [LLC NAME]
- **Estimated Budget:** $[AMOUNT]

## CO-PRODUCER CONTRIBUTION
What the Co-Producer commits to deliver, in writing:

- [ ] [E.g. "Attach [TALENT NAME] to lead role by [DATE]"]
- [ ] [E.g. "Close $[AMOUNT] of investor financing by [DATE]"]
- [ ] [E.g. "Secure distribution agreement with [TIER] distributor by [DATE]"]
- [ ] [E.g. "Active producing duties through delivery"]
- [ ] Other: [SPECIFY]

**Each deliverable should be specific, dated, and verifiable.** Generic "open doors" or "help with the project" language is a trap — it can't be enforced and creates disputes when the back-end is paid out.

## COMPENSATION

### Producer Credit
- **Credit:** "Produced By" or "Co-Producer" (negotiate position on screen and in print materials)
- **Most Favored Nation:** Co-Producer credit position **on parity with** all other "Produced By" credits, except [Producer of Record]

### Back-End Participation
- **Backend Points:** [10%–20%] of the **Producer's Net Profit Pool** (the producer's share AFTER 100% investor recoupment + premium has been paid per the Operating Agreement)
- **Pool Definition:** "Producer's Net Profit Pool" means the [50%] share of Distributable Cash allocated to the Producer Class under Article IV of the Operating Agreement
- **Carve-Outs:** Back-end participation excludes [specify — e.g. merchandising rights, sequel rights if separately negotiated]

### Fee (Optional)
- **Producer Fee:** $[AMOUNT], deferred until [first day of principal photography / film delivery / distribution close]
- **Or:** No upfront fee — pure back-end equity arrangement

## RIGHTS RETAINED BY PRODUCER OF RECORD
The Lead Producer retains the following rights NOT shared with Co-Producer unless explicitly negotiated:

- [ ] IP ownership of underlying source material
- [ ] Sequel and spin-off rights
- [ ] Merchandising rights
- [ ] Final cut decision
- [ ] Distribution deal approval (Co-Producer consultation rights, but Producer of Record final say)
- [ ] Cast approval (Co-Producer consultation rights)

## CONTINGENCIES — IF CO-PRODUCER UNDER-DELIVERS
If Co-Producer fails to meet the deliverables in the Co-Producer Contribution section:

- **Cure Period:** [30] days written notice + opportunity to cure
- **Reduced Participation:** Back-end percentage reduced pro-rata based on which deliverables were met
- **Credit:** Credit may be reduced to "Associate Producer" or "Executive Producer" depending on which deliverables were met

## NON-COMPETE / EXCLUSIVITY
- Co-Producer agrees not to develop or produce a substantially similar project for [12–18 months] after delivery
- Co-Producer may pursue unrelated projects

## REPORTING
- Co-Producer entitled to quarterly project updates during production
- Co-Producer entitled to all distribution statements within [30] days of receipt
- Co-Producer entitled to annual P&L statement

## TERM
- **Effective Date:** [DATE]
- **Closing:** Binding upon execution of Co-Producer Agreement (this memo is non-binding outline of intent)

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## WHEN TO USE A CO-PRODUCER DEAL — STRATEGIC CONTEXT

**Use a Co-Producer Deal when:**
- You genuinely need a partner — not just money, but capability (talent attachments, financing relationships, distribution access)
- You're consciously trading equity (10–20%) for capability you don't have alone
- The partner has deliverables you can specify and measure
- Their work will make the overall pie bigger, not just divide your existing pie

**Don't use a Co-Producer Deal when:**
- The partner is passive (use an Investor Premium structure instead)
- The partner is just lending their name (use an Executive Producer flat fee + credit)
- You're being pressured by a "gatekeeper" who hasn't proven they can deliver
- You can do the work yourself with more time

**Common Co-Producer profiles worth giving back-end to:**
- Producers with established financing relationships at specific funds
- Producers with first-look deals at distributors
- Casting Producers who can attach name talent based on past relationships
- Festival Strategy Producers who can navigate the submission + acquisition game

## RELATED MATERIALS IN THIS KIT

- **01-Term-Sheet-Template.md** — Use for investor (not Co-Producer) deals
- **02-Premium-Clause.md** — Use for passive investor compensation structures
- **03-MFN-Clause.md** — Apply Most Favored Nation to Co-Producer credit and points
- **04-LLC-Operating-Agreement-Skeleton.md** — Define the Producer's Net Profit Pool that Co-Producer points come from

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**This memo is a non-binding outline of intent.** Final terms governed by long-form Co-Producer Agreement, drafted by entertainment counsel. Engage an attorney before any signature.
