Attorney-drafted investor agreement for independent films raising structured private capital.
The Enhanced Investor Agreement is built for productions moving beyond early-stage funding and into serious private investment territory.
It protects the production company while clearly documenting investor rights, repayment priorities, subordination mechanics, and revenue participation — in a format that holds up under professional review.
If your project grows, seeks distribution, or adds outside financing, this agreement is designed to scale with it.
What Is an Enhanced Investor Agreement?
An Enhanced Investor Agreement is a structured financing contract between a production company and one or more investors that:
- Defines the investment amount and payment structure
- Establishes repayment priority and recoupment terms
- Integrates with a formal revenue waterfall
- Clarifies subordination to lenders or senior financing
- Addresses collection account arrangements
- Sets accounting and audit standards
- Limits investor control and protects production authority
This is not a gift letter or informal recoup memo.
It is a finance-ready investment agreement built for real independent productions.
Why Independent Films Need This (When Raising Real Capital)
As soon as a project:
- Raises larger private investments
- Adds multiple investors
- Seeks sales agents or distributors
- Pursues tax credit loans or other financing
- Builds a formal recoupment structure
Informal agreements stop being enough.
Distributors, lenders, and E&O carriers review investor paperwork. If your documents are unclear or overly casual, it can delay or derail deals.
This agreement is structured to prevent that.
How This Agreement Is Structured
The Enhanced version supports:
Structured Recoupment
100%–120% (or custom) recoupment structures with optional interest and backend participation.
Waterfall Integration
Drafted to work alongside a formal revenue waterfall.
Subordination & Financing Awareness
Clear priority language for senior financing and completion guarantors.
Collection Account Compatibility
Revenue routing flexibility when distributors or lenders require controlled accounts.
Accounting & Audit Framework
Defined reporting periods, objection windows, and audit rights.
Strong Production Protection
No ownership transfer, no control rights, limited recourse, and waiver of injunctive relief.
Revenue Waterfall Requirement ,(Please Read)
This agreement requires a Revenue Waterfall (Exhibit B).
The Enhanced Investor Agreement is drafted to integrate with a structured waterfall that defines the exact order in which Gross Proceeds are allocated and paid.
Thoolie does not include a pre-filled waterfall inside this contract — intentionally.
Revenue waterfalls are highly project-specific. The order of payment depends on:
- Budget size
- Senior debt or gap financing
- Tax incentives or credit loans
- Distributor or sales agent terms
- Number of investors
- Deferments or backend participations
- Collection account requirements
There is no single waterfall structure that fits every independent film.
Providing a generic waterfall would create risk instead of protection.
Instead, this agreement is built to work alongside a properly structured waterfall tailored to your production.
Thoolie provides sample waterfall schedules and educational resources to help you draft one appropriate for your project. You may also attach a waterfall prepared by your attorney, producer, or financing advisor.
The Investor Agreement establishes the legal framework.
The waterfall defines the money flow.
Both must align.
What This Agreement Is Not
This agreement is not intended for:
- Public offerings
- Institutional studio financing
- SEC-registered securities offerings
- Venture-capital style equity structures
It is designed for private independent film financing that needs to be structured and professionally defensible.
Common Mistakes This Agreement Helps Avoid
- Promising structured returns without documenting priority
- Failing to address lender or distributor requirements
- Leaving subordination unclear
- Over-granting investor control rights
- Building a waterfall without aligning the investor agreement
- Using generic equity templates that don’t reflect film financing realities
FAQ
The Indie Standard version is designed for early-stage or small raises — typically friends, family, or limited private contributors with simple recoupment terms.
The Enhanced version is built for structured financing. It supports multiple investors, integrates with a formal revenue waterfall, includes stronger subordination and accounting mechanics, and is designed to withstand distributor, lender, and E&O review.
If you are raising meaningful private capital or building a layered recoupment structure, use this version.
Not necessarily.
If the investment is significant or you anticipate distribution, outside financing, or layered recoupment, the Enhanced version is appropriate — even for a single investor.
No.
This agreement grants a contractual right to participate in revenues. It does not transfer copyright, underlying rights, trademarks, or any ownership interest in the Picture.
Creative control and management authority remain with the production company.
No.
All investor payments are contingent upon actual Net Proceeds received. This is not a loan and does not create a personal guarantee.
If the film does not generate revenue, the investor may lose some or all of the investment.
Yes.
This agreement is designed to work alongside the Thoolie Waterfall Generator, allowing you to clearly define recoupment order, premium returns, and profit participation.
The investor agreement and waterfall schedule are intended to align.
This agreement is structured with distributor and E&O review in mind. It includes subordination, limited recourse, and revenue administration provisions commonly expected in independent film financing.
While no template can guarantee acceptance in every circumstance, this version is designed to avoid the common red flags that informal investor agreements create.
Yes.
The Enhanced version is appropriate for structured private raises involving multiple investors, defined repayment priorities, and coordinated revenue allocation.
This agreement includes standard private placement representations and risk acknowledgments. However, securities compliance is fact-specific.
If you are conducting a broader offering, advertising publicly, or raising capital from numerous unrelated investors, consult independent securities counsel.
That is exactly what this agreement anticipates.
It includes subordination and revenue priority language so that if your project later secures distribution, tax credit loans, or other financing, your early investor paperwork does not need to be renegotiated from scratch.
