AGREEMENT

AGREEMENT made as of _________ 2019, by and between ABS-CBN CORPORATION (“ABS-CBN”), a

corporation duly organized and existing under the laws of the Philippines with business address at Sgt. Esguerra
Avenue corner Mother Ignacia Street, Quezon City, represented herein by its Head, Finance for Broadcast and
Integrated News and Current Affairs, CATHERINE C. LOPEZ, Head, Dreamscape, ROLDEO T. ENDRINAL,
and COO, Broadcast, MA. SOCORRO V. VIDANES and ______________________________ (“LINE
PRODUCER”), Filipino, of legal age, with address at ___________________. (Please provide details on the
other party. Is this a corporation? If yes, please provide complete name and designation of authorized
representative. Or is this a single proprietorship? If yes, please provide name of owner.)

RECITALS

LINE PRODUCER has the necessary expertise and competence to develop and produce one (1) television
program presently titled “_________” for the digital platforms (the “Program”);

ABS-CBN has commissioned LINE PRODUCER to produce for ABS-CBN the Program, and LINE
PRODUCER has accepted the commission;

It is agreed as follows:

1. THE PROGRAM

1.1 LINE PRODUCER shall produce the Program, consisting of eight (8) episodes (each, an “Episode”)
with each Episode being a part of or continuing series with a duration of forty five (45) minutes per
Episode which shall be released all at the same time on the launch date and at such digital platform as
determined by ABS-CBN.

1.2 LINE PRODUCER shall fulfill LINE PRODUCER’s obligations under this Agreement by using
technical knowledge according to the best accepted professional and industry standards. LINE
PRODUCER shall exercise all reasonable skill, care, and diligence in the discharge of their duties and
shall work in the best interest of ABS-CBN.

2. CREATIVE CALLS AND APPROVALS

2.1 Subject to the requirements and guidelines of ABS-CBN which have been made known to LINE
PRODUCER prior to execution of this Agreement, LINE PRODUCER shall have the right to
negotiate, engage, fix the fees of, discharge and otherwise manage or control all persons contracted to
render services in all stages of completion of the Program, from development of the script, pre-
production, principal photography to post-production, and shall discharge all obligations imposed by
any law, regulation or order, social security or insurance, including the filing of reports, withholding of
taxes, and payment of contributions.

2.2 LINE PRODUCER shall have exclusive control over the means, methods, and details employed in the
production of the Program, including the preparation of the production budget and all disbursements
thereof.

2.3 LINE PRODUCER shall seek final approval from ABS-CBN, through the Head, Content Management,
One OTT, of the script and other creative details such as but not limited to the following: cast,
locations, wardrobe (if the production shall require special wardrobe/ costumes), production design,
lighting design, and rushes.

3. PRODUCTION SCHEDULE AND DELIVERY

3.1 The timetable for the production and completion of each Episode of the Program shall be as follows:

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 a. submission of script, budget and cast of the Episode, including up to a maximum of four (4)
allowable revisions: on or before _________ 2019, OR four (4) weeks upon execution of this
Agreement for the pilot Episode and for each succeeding Episodes, OR four (4) weeks from
submission of script, budget and casts of the previous Episode, whichever is earlier;
b. start of principal photography: on or before ______ 2019, OR four (4) weeks after approval
of final script, whichever is earlier;
c. period of principal photography: from ______ to _______ 2019, with submission of rushes
after completion of first half of the number of Episodes, for preview, before LINE
PRODUCER proceeds with last half of shoot. Additional reshoots shall be upon mutual
agreement of LINE PRODUCER and ABS-CBN, at the cost of LINE PRODUCER;
d. delivery of pilot Episode: on or before ________ 2019, OR four (4) weeks after start of
principal photography, whichever is earlier;
e. delivery of Episode numbers 2 to 4, on or before _______ 2019;
f. delivery of Episode numbers 5 to 8, on or before ______ 2019;
g. delivery and submission of the final, finished and complete master copy of the Program, with
approved grading, music and effects (“Master Edit”): on or ________ 2019, OR four (4)
weeks from approval by ABS-CBN of the final edit version, based on the revisions required
by ABS-CBN as provided in Section 6.3 below, whichever is earlier.

3.2 LINE PRODUCER shall also be responsible for the following, and all costs related therewith:

a. completion and delivery of the Master Edit, , fully synchronized with dialogue in the original
language, music, sound and effects, and fully edited, graded and ready for exhibition; and
b. submission of all raw footage and separate (uncompressed) audio elements.

The format specifications for the materials containing the Program, and for other requirements to be
submitted by LINE PRODUCER to ABS-CBN, are detailed in Annex A of this Agreement.

4. LINE PRODUCER’S UNDERTAKING

4.1 LINE PRODUCER shall provide, be responsible for, and assume all costs, for the production of the
Program, such as but not limited to:

a. selection, engagement of, and payment of the fees for the members of the cast, the production
staff such as but not limited to the producers and director, and technical crew;
b. commissioning of any and all original musical compositions and sound recordings to be used
as scoring for the Program, and payment fees therefor;
c. costumes, special effects, location rental, catering, sets, props, photography, post-production,
sound, mixing, editing, color grading, and other miscellaneous items; and
d. all necessary consents, permits, licenses and fees for the synchronization, public performance,
communication to the public, and other use of music, video, photographs, and any other
intellectual properties or materials in the Program. In particular but without limitation thereof,
LINE PRODUCER shall secure from, and be liable to, music rights owners or societies for
music used in the Program, including the exhibition of the Program on any digital platform
worldwide. At the request of ABS-CBN, LINE PRODUCER shall submit to ABS-CBN
copies of any and all relevant and duly-executed license agreements, permits and consent
documents as would prove the foregoing.

4.2 LINE PRODUCER shall comply with the law on working children in entertainment, and shall obtain
all necessary working child permits for all minors engaged to perform work as actors in the Program,
and observe the prescribed working hours for minors during the production of the Program.

4.3 LINE PRODUCER shall coordinate and consult all aspects/ matters of production with the designated
Supervising Producer of ABS-CBN.

4.4 LINE PRODUCER shall organize and attend the pre-production meetings at such venues in ABS-
CBN’s office at the address stated above.
5. CONSIDERATION

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5.1 For and in consideration of the completion of the Program and the performance by LINE PRODUCER
of its services under this Agreement, and all rights herein granted to ABS-CBN, ABS-CBN shall pay
LINE PRODUCER the amount of _______________________ Pesos (P________.00), exclusive of
VAT, net of two percent (2%) withholding tax (the “Line Production Fee”), for each Episode of the
Program.

5.2 The Line Production Fee for all the Episodes shall be released by ABS-CBN to LINE PRODUCER in
the following schedule:

Percentage (%) Amount (PhP) Release Schedule

20 upon approval of script, budget and cast of the

pilot Episode

60 in installments per batch of two (2) Episodes,

upon submission of first edit version of two (2)
Episodes at a time

20 upon submission of the Master Edit of all

Episodes and all raw materials

100 Total

Any and all advance payments made by ABS-CBN to the LINE PRODUCER to cover costs which are
part of the LINE PRODUCER’s undertakings, shall be charged to the Line Production Fee.

5.3 Should LINE PRODUCER incur any expenses without prior approval of ABS-CBN which causes
LINE PRODUCER to exceed the production budget for the Program, any resulting overrun shall be for
the sole account of LINE PRODUCER.

5.4 The Line Production Fee shall be the entire compensation for all services of LINE PRODUCER under
this Agreement, and all rights herein granted to ABS-CBN, and no other payments, whether as
remuneration or reimbursement, shall be due to LINE PRODUCER hereunder as a result of the
exploitation of the Program in any and all media worldwide and in perpetuity. LINE PRODUCER
guarantees that the Line Production Fee shall include the fees for the services of all artists and any
other intellectual property creators whose contributions are embodied in the Program, and any member
of the production staff or technical crew, and all remuneration for all rights, including copyright, as
applicable, to their contributions. LINE PRODUCER shall hold ABS-CBN free and harmless from any
and all claims, demands, and actions of any kind that may be made by any of such personnel arising
from the performance of their services, and the inclusion of their intellectual properties, for the
Program.

6. ABS-CBN’S UNDERTAKING

6.1 ABS-CBN shall be responsible, at its own cost, for the following:

a. all arrangements and costs for the publicity and promotion of the Program such as mall shows,
press conferences, and pictorials, and workshops; and
b. designation of a liaison person who will obtain the necessary Movie and Television Review
and Classification Board (MTRCB) permit for the television exhibition of the Program, and
the review fees and costs associated with securing such permit, if applicable.

6.2 Subject to availability and such other terms and conditions as may be agreed by LINE PRODUCER,
ABS-CBN may allow LINE PRODUCER to use production facilities and equipment located in the
ABS-CBN Broadcast Center premises (“ABS-CBN Premises”).

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6.3 Upon delivery of the director’s cut by LINE PRODUCER to ABS-CBN, for final approval, ABS-CBN
shall have a period of thirty (30) days within which to evaluate the submitted Program and determine if
the Program is complete and in conformity with the specifications of ABS-CBN. If ABS-CBN makes
no objection within the 30-day period, the Program shall be deemed delivered in conformity with this
Agreement. If ABS-CBN makes an objection, LINE PRODUCER shall have a period of fifteen (15)
days to cure any such deficiencies. Any resulting costs arising from making such changes or revisions
in the Program prior to final approval by ABS-CBN shall be for the account of LINE PRODUCER.

7. COPYRIGHT AND CREDIT

7.1 LINE PRODUCER acknowledges that the Program, all masters, raw material, and all results and
proceeds of LINE PRODUCER’s services in connection with the production of the Program, are
deemed commissioned work and shall be the exclusive property of ABS-CBN without material or
territorial limitations, including copyrights thereof.

7.2 ABS-CBN grants LINE PRODUCER the non-exclusive authority to submit the Program as part of
recognized film festivals within or outside the Philippines, subject in each instance to the prior written
consent of ABS-CBN.

7.3 LINE PRODUCER shall ensure that the Program, and each and every work, material or element
integrated into the Program, does not infringe on the rights, including the intellectual property rights, of
any third party and will not be contrary to morals, good customs, and public policy. The approval by
ABS-CBN of any of the works, materials or elements integrated into the Program, and the Program, or
any part thereof, shall not constitute a waiver of such representations and warranties. LINE
PRODUCER shall hold ABS-CBN, his successors and assigns free and harmless from any and all
liability, claims or demands arising out of any breach or alleged breach by LINE PRODUCER of the
foregoing provision.

7.4 For the purpose of ensuring that the content of the Program complies with all applicable laws and
regulations, and shall be permissible for television exhibition, LINE PRODUCER shall strictly abide
by and conform to the standards set by the law, rules and regulations of the Kapisanan ng mga
Brodkaster ng Pilipinas (KBP), MTRCB, and any other applicable regulatory agency.

7.5 LINE PRODUCER confirms that it has been informed of the policies and guidelines of ABS-CBN
covering intellectual property creators, and agrees to abide and conform thereto.

7.6 LINE PRODUCER shall ensure that the rights of ABS-CBN in the Program, including copyright, shall
not be diminished or derogated. LINE PRODUCER shall secure from all persons and entities which, by
their contribution or participation in the creation of the Program may possess any copyright claim, all
necessary, appropriate and operative releases, assignments or transfers of any and all such rights in
favor of ABS-CBN. LINE PRODUCER shall hold ABS-CBN free and harmless from any and all
claims, actions, causes of actions, monies, debts and other obligations that said persons and entities
may possess or acquire arising from their participation in the creation of the Program. The obligations
under this provision shall survive the expiration of the Term as hereafter defined.

8. REPRESENTATIONS, WARRANTIES AND INDEMNITIES

8.1 Each party warrants and represents to the other that it:

a. has the full authority and power to enter into and perform its responsibilities and obligations in
this Agreement;
b. has not made and will not make any act which will interfere or be inconsistent with the rights
of the other in this Agreement; and
c. is not subject to any disability or obligations, which will or might interfere with the party’s
performance of its obligations in this Agreement.

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8.2 Each party shall indemnify the other and hold it harmless for any loss, liability, damage and expense arising
from any breach of its warranties, representations and obligations in this Agreement.

8.3 Each party agrees to execute any and all further and additional documents required to further the intents and
purposes of this Agreement.

8.4 Each party shall hold the other free and harmless from and against all claims, demands, and actions which
may be filed by any person relating to or arising from the respective undertakings assumed by each
party in this Agreement.

9. ABS-CBN INTERESTS

9.1 LINE PRODUCER warrants that the Program shall not be used as a venue or means to (a) endorse,
mention, announce or otherwise promote any other motion picture, television program or project of any
person or company, without the prior written consent of ABS-CBN; or (b) make public any criticism
on any operational, administrative, or legal problems, situations or other matters which may occur
relative to ABS-CBN.

9.2 LINE PRODUCER shall not engage or participate in any activity adverse to the interests of ABS-CBN.

9.3 All non-public, confidential or proprietary information relating to ABS-CBN and the Program, whether
written or oral, which have been communicated as confidential information by ABS-CBN to LINE
PRODUCER, or which LINE PRODUCER may have access to in the course of and in connection with
the performance of the Program shall be kept confidential by LINE PRODUCER and shall not be
disclosed to any person even after the termination of this Agreement.

9.4 All documents, facilities and equipment pertaining to ABS-CBN, whether prepared by LINE
PRODUCER or otherwise coming into LINE PRODUCER’S possession or allowed to be used by
LINE PRODUCER in relation to the Program, are the exclusive property of ABS-CBN, and shall not
be removed from the ABS-CBN Premises. In any event, all such documents, facilities and equipment
must be returned to ABS-CBN at the termination of this Agreement. LINE PRODUCER shall not
make available copies of such documents or allow access to and use of facilities and equipment to
persons not under the employ or control of LINE PRODUCER without the written consent of ABS-
CBN.

10. TERM AND TERMINATION

10.1 This Agreement shall have a term commencing upon execution of this Agreement, and shall continue
thereafter until completion of the Program in accordance with the Production Schedule and Delivery
provided in Section 3 above (the “Term”), unless terminated pursuant to Section 10.2 hereof, and
excluding the effectivity of the respective warranties and indemnities of the parties hereto which
survive termination.

10.2 This Agreement may be terminated at the option of ABS-CBN, upon a five (5) day prior written notice
to LINE PRODUCER, for any of the following causes:

a. LINE PRODUCER breaches any provision of this Agreement;

b. revisions made by LINE PRODUCER do not comply with the requirements and guidelines of
ABS-CBN which have been made known to LINE PRODUCER prior to execution of this
Agreement; or
c. any circumstance or condition recognized by law and jurisprudence.
10.3 In case of termination by ABS-CBN for any of the causes mentioned in the immediately preceding
section, ABS-CBN shall be relieved of its obligation to pay any further Line Production Fee, except for
such portion of Program thus far completed.

10.4 In the event of default, non-production or non-completion of the Program because of an act or omission
attributable to the fault or negligence of LINE PRODUCER, LINE PRODUCER shall forfeit payment
of any further amount of the Line Production Fee, and in addition shall be liable to pay ABS-CBN

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 liquidated damages equivalent to the Line Production Fee, without prejudice to any other right or
remedy ABS-CBN may have at law or in equity.

10.5 In the event the non-production or non-completion of the Program is by reason of a force majeure event
such as fire, strike, riots, natural calamities, flood, earthquakes, and other similar causes beyond the
control of LINE PRODUCER, LINE PRODUCER shall not be liable for liquidated damages pursuant
to the immediately preceding section, but shall remain obliged to complete and deliver the Program as
expeditiously as possible after the cessation of the force majeure event.

11. GENERAL PROVISIONS

11.1 This Agreement does not constitute a partnership agreement nor create an employer-employee
relationship, joint venture or agency relationship between the parties. It is specifically understood that
each party is an independent contractor, and that each party shall be responsible and assume all of the
obligations for its respective employees and personnel performing services in connection with the
Agreement.

11.2 This Agreement is the complete and exclusive statement of the agreement between the parties, and
supersedes all understandings or prior agreements, whether oral or written, and all representations or
other communications between the parties in relation to the subject matter contemplated herein. This
Agreement is executed by the parties for and in consideration of the terms and conditions stated herein.

11.3 If any provision of this Agreement is found by any court or administrative body of competent jurisdiction to
be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the
other provisions of this Agreement, and all provisions not affected by such invalidity or
unenforceability shall remain in full force and effect. The parties agree to attempt to substitute for any
invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest
extent possible the economic objectives of the invalid or unenforceable provision.

11.4 The waiver by either party of a breach of any of the provisions of this Agreement by the other party shall
not be construed as a waiver of any succeeding breach of the same or other provisions; nor shall any
delay or omission by either party in exercising any right that it may have under this Agreement operate
as a waiver of any breach or default by the other party.

11.5 No modifications, amendments or supplements to this Agreement shall be effective for any purpose unless
in writing signed by each party. Approvals or consents hereunder by a party shall also be in writing.

11.6 Any notice or other communication to be given under this Agreement shall be in writing and shall be
served by personal delivery or by sending it by facsimile or prepaid post to the addresses of the parties
specified in this Agreement, or as notified by either party to the other from time to time.

11.7 The venue of any action between the parties to this Agreement shall be brought solely and exclusively in
the proper courts of Quezon City.

11.8 This Agreement shall be governed by and construed in accordance with Philippine laws.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

ABS-CBN CORPORATION
By: (LINE PRODUCER)

MA. SOCORRO V. VIDANES

ROLDEO T. ENDRINAL

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CATHERINE C. LOPEZ

Signed in the Presence of:

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

QUEZON CITY ) S.S

At  Quezon City, on the ___  day  of ____________ 2019, the following persons exhibited to me their
government-issued identification document as follows:

Proof of Identity Details

Catherine C. Lopez
Roldeo T. Endrinal
Ma. Socorro V. Vidanes

known to me to be the same persons who executed the foregoing Agreement, and they acknowledged to me that
the same is their free and voluntary act and deed and the free and voluntary act and deed of the corporation
represented.

Doc. No. _____;

Page No. _____;
Book No. _____;
Series of 2019.

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

) S.S

At  __________, on the ___  day  of ____________ 2019, the following persons exhibited to me their
government-issued identification document as follows:

Proof of Identity Details

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known to me to be the same persons who executed the foregoing Agreement, and they acknowledged to me that
the same is his free and voluntary act and deed.

Doc. No. _____;

Page No. _____;
Book No. _____;
Series of 2019.

[(FOR REVIEW) template-line production-digital program(jan 2019)]

[e:mam/contract templates 2019/ott line prod/lt gmo grp]

ANNEX A

FORMAT SPECIFICATIONS
ACCEPTABLE FORMAT (Series type)
High Definition (1920x1080)
Dedicated export settings for series and telemovies.
MXF (house format)

File Specification Checklist HOUSE FORMAT (in house acquisition)

Container File Extension .mxf .mxf

Sample Rate 29.97 fps 23.976 fps

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 Essence Container XDCAMHD50 XDCAMHD50

Picture Essence Coding MPEG2 MPEG2

Progressive (Full
Field Scanning Order Top Field First (01)
Frame)
Bit Rate 50 Mbps 50 Mbps
Bit Rate Mode Constant Bit Rate Constant Bit Rate

Interlaced (Separated
Frame Lay-Out Progressive
Fields)
Video
Stored Aspect Ratio (SAR) 1920 x 1080 1920 x 1080

1920 x 1080 (16:9 Full 1920 x 1080 (16:9 Full

Display Aspect Ratio (DAR)
Frame) Frame)
Pixel Aspect Ratio (PAR) 1:01 1:01
Component Depth (Color) 8 Bit 8 Bit
Color Sampling Ratio 4:02:02 4:02:02
Color Space Rec 709 Rec 709

OTHER REQUIREMENTS
a. Meta Data
a. Final Script sent as Word file
b. Final Synopsis sent as Word file
c. Important movie information (including but not limited to director and cast) sent
as an Excel File
b. Posters
i. Sent as Photoshop Document (.psd) file
c. Music and Audio Cue Sheet
i. Sent as Rich Text Format (.rtf) or Text (.txt) file
d. Trailers
1. Sent with subtitle files

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 2. Trailer must be sent with the same settings as the actual material.
e. Closed Caption Files
i. Sent as any of the following file types: Sceneries Closed Control (.ssc), Spruce
Subtitle (.STL), SubRip (.SRT)
ii. Closed caption files must be sent with the same native movie framerate format.
f. Promotional photos.
i. .jpg; .psd format
ii. High resolution photos of the cast
iii. Cut scenes to be used for episodic images
iv. Official poster (in .psd format)
v. Official logo (in .png format)

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