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Distribution Deal Checklist
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June 25, 2026

Checklist

Indie Film Distribution Checklist

Thoolie Team

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What Every Independent Filmmaker Needs to Know Before Signing a Distribution Agreement

A distribution agreement is one of the most consequential documents a filmmaker will ever sign. It determines who controls your film, how long they control it, what territories they can exploit, how revenue flows back to you, and whether you will ever get your rights back.

Most filmmakers sign distribution agreements after years of work and significant financial investment. The pressure to say yes — to finally get the film out into the world — is real. That pressure is exactly what makes it critical to understand what you are agreeing to before the ink dries.

This guide covers every major category of distribution agreement provision — from rights grants and territory to commission structures, expense recoupment, cross-collateralization, and reversion. It is written for filmmakers who want to understand not just what the provisions say, but why they matter and what to do about them.

A companion working document — the Distribution Agreement Review Checklist — is available to Full Access members for use when reviewing any actual distribution agreement.

Types of Distribution Agreements

Not all distribution agreements are alike. Understanding which type of agreement you are being offered, and what each type is designed to do, is the starting point for any distribution negotiation.

Sales Agent Agreements

A sales agent represents your film to distributors, broadcasters, and platforms in exchange for a commission on deals they close. The sales agent does not distribute your film directly — they sell the rights to third-party distributors who then handle the actual release.

Sales agent commissions typically range from 15 to 25 percent of gross revenues from deals they close. The sales agent agreement defines the territory they are authorized to sell in, the term of their representation, which rights they can sell, and how expenses are handled. Sales agents commonly attend film markets — AFM, EFM, Cannes, Toronto — to pitch your film to buyers.

The key distinction in a sales agent agreement is that the sales agent is an intermediary. They do not take your film directly to audiences. They take it to distributors who do. Each deal they close on your behalf is a separate distribution agreement with a third-party buyer, typically governed by a deal memo and long-form agreement between the sales agent and the buyer.

Sales agent agreements should specify exactly which deals the agent can sign on your behalf without additional approval. An agent with authority to sign deals up to a certain value without your consent may execute terms you would not have accepted. Approval rights over significant deals should be reserved to the filmmaker.

Theatrical Distribution Agreements

A theatrical distribution agreement grants a distributor the right to release your film in cinemas. For independent films, theatrical deals typically cover a specific territory — most commonly the United States and Canada as a single domestic territory, with international territories handled separately.

Theatrical distributors advance marketing and distribution costs, which are recouped from revenue before the filmmaker sees any payment. The theatrical revenue split between distributor and exhibitor — the cinema — varies but exhibitors typically retain between 50 and 60 percent of ticket revenue in the first weeks of a run, with the distributor’s share increasing as the run continues. By the time the distributor’s share reaches the filmmaker, it has been reduced by exhibition fees, P&A costs, distribution commissions, and any overhead charges permitted under the agreement.

DIY theatrical distribution — where the filmmaker books cinemas directly through a booking agent rather than engaging a full-service theatrical distributor — gives the filmmaker more control and a larger share of ticket revenue. Exhibitors typically give the filmmaker 25 to 40 percent of ticket sales in a DIY arrangement. The tradeoff is that the filmmaker bears the full cost of marketing and logistics.

Streaming Distribution Agreements

Streaming distribution agreements grant a platform the right to make your film available to subscribers or viewers. They are the most common distribution agreement indie filmmakers encounter and the category with the most variation in terms and economics.

Thoolie’s Streaming Rights for Indie Filmmakers Guide covers SVOD, AVOD, TVOD, and FAST channel deal structures in detail, including distribution windows, P&A recoupment, and what to negotiate before signing. This guide focuses on distribution agreement provisions that apply across all distribution types.

International Sales Agreements

International distribution is typically handled territory by territory, either through a single international sales agent who represents the film across all international markets, or through separate deals with regional distributors in individual territories. Major territories for independent films include the United Kingdom, Germany, France, Australia, Japan, South Korea, and Scandinavia as individual markets.

International distribution agreements introduce additional complexity around currency, payment timing, and the legal frameworks of different jurisdictions. Standard international distribution agreements can run 15 to 20 years in major territories. Distributors justify long terms by arguing they need time to recoup the minimum guarantee and generate a return. From the filmmaker’s perspective, shorter initial terms with performance-based renewal options or reversion rights are preferable.

Festival Distribution and Non-Theatrical Agreements

Festival distribution covers the rights to screen your film at film festivals. Most festival screenings are governed by short-form licenses rather than full distribution agreements. The key provisions are the territories and festivals covered, the screening fee or revenue split, and whether the festival license conflicts with any exclusivity provisions in other distribution agreements. Non-theatrical distribution covers exhibition in educational institutions, libraries, museums, corporations, and similar venues. Non-theatrical rights are often overlooked in distribution negotiations but can represent meaningful revenue for documentary and educational content. Confirm whether non-theatrical rights are included in any distribution grant and whether you retain the right to license them separately

Rights Provisions: What You Are Granting

The rights grant is the core of any distribution agreement. It defines what the distributor can do with your film, for how long, and in what markets. Every other provision in the agreement either builds on or qualifies the rights grant.

The Scope of Rights

Distribution agreements grant rights across several dimensions. Each dimension can be broad or narrow, and the combination of all of them determines the full scope of what you are giving away.

DimensionWhat It Covers and What to Watch For
Media RightsTheatrical, streaming (SVOD/AVOD/TVOD/FAST), broadcast television (free-to-air, cable, satellite, pay-TV), physical media (DVD, Blu-ray), non-theatrical, airline, hotel, educational. Each media type can be granted separately or bundled. Know exactly which media types are included.
TerritoryThe geographic regions where the distributor can exploit the film. Domestic usually means the United States and Canada. International can be granted territory by territory or as a single worldwide grant. A worldwide exclusive grant means no other distributor can operate anywhere.
TermHow long the distributor holds the rights. Standard sales agent terms run 2 to 5 years. Streaming licenses typically run 18 months to 3 years. International distribution agreements for major territories can run 15 to 20 years. Long terms require strong reversion provisions.
LanguageEnglish-language only, all languages, or specific language versions. Dubbing and subtitling rights are often included in a broad grant. Confirm whether the cost of localization is recoupable against your revenue.
ExclusivityWhether the distributor has the exclusive right to exploit the film in the granted media and territory, or whether you can license the same rights to other parties simultaneously. Exclusive grants are standard in theatrical and premium streaming. Non-exclusive grants are more common in AVOD and FAST.
FormatStandard definition, high definition, 4K, 3D, immersive formats. Future format rights — ‘in any format now known or hereafter devised’ — are frequently included in broad rights grants. This provision can extend the distributor’s rights into technologies that do not yet exist.

All Rights Grants

An all-rights grant gives the distributor the right to exploit your film across every media type, every territory, and every format, typically in perpetuity. From a distributor’s perspective, an all-rights grant is the simplest and most valuable arrangement. From a filmmaker’s perspective, it is the most restrictive.

All-rights grants are most common in fully financed studio deals where the financier is also the distributor. For independently produced films approaching distribution after completion, an all-rights grant without strong reversion provisions and performance minimums is rarely in the filmmaker’s interest.

If an all-rights grant is the only available option, the priority provisions to negotiate are a meaningful reversion clause tied to exploitation obligations, an expense cap on recoupable costs, and marketing obligations requiring the distributor to actively release the film within a defined period.

The Most Common Rights Mistake
Signing a worldwide all-rights grant to a distributor who lacks the relationships, resources, or intention to actively distribute in most of those territories. A distributor who holds worldwide rights but only distributes domestically is blocking international revenue without generating it. Territory-by-territory negotiation is more complex but gives you the ability to place international rights with distributors who actually have those relationships.

Sublicensing Rights

A sublicensing provision gives the distributor the right to license your film to third parties — streaming platforms, broadcasters, foreign distributors — without your consent. This is how most distribution works in practice: your distributor pitches your film to platforms and closes deals on your behalf.

The question is not whether sublicensing is permitted but what limits apply. Sublicensing provisions should require the distributor to account to you for all sublicensing revenue on the same terms as direct licensing revenue. They should not allow the distributor to grant sublicenses on terms more favorable to the sub-licensee than your principal distribution agreement permits. And they should not allow the distributor to sublicense rights in territories they have not effectively exploited.

Derivative Rights

Derivative rights cover the distributor’s ability to create or commission works derived from your film — sequels, prequels, remakes, spinoffs, adaptations, and format rights. In a standard distribution agreement, derivative rights should not be included. A distribution agreement grants rights to distribute the film as delivered. Sequel, remake, and adaptation rights are separate rights that require separate negotiation and compensation.

Review the derivative rights provision carefully. Language granting the distributor rights to create derivative works or to authorize third parties to do so is more than a distribution provision — it is a rights acquisition that should be treated and compensated as such.

Financial Terms: How Money Flows

The financial provisions of a distribution agreement determine what you actually receive from the deal. A favorable rights grant means nothing if the financial structure ensures revenue never reaches the filmmaker.

Minimum Guarantees

A minimum guarantee (MG) is an upfront payment the distributor makes in exchange for distribution rights, against which future revenues are applied. The MG is an advance, not a gift. The distributor recoups it from revenue before paying the filmmaker any additional amounts.

Minimum guarantees are standard in international distribution deals and theatrical deals with established distributors. They are less common in SVOD deals, where the license fee functions as the total upfront payment, and increasingly uncommon in AVOD and FAST deals, which are typically pure revenue share arrangements.

A typical MG structure works as follows. The distributor pays the MG in two installments: 10 percent on signing of the distribution agreement and 90 percent on delivery of all required deliverables. The delivery-triggered 90 percent payment is the provision most commonly delayed by technical delivery failures. Filmmakers who have not prepared their delivery package to the distributor’s specifications before signing the agreement routinely find the bulk of their MG payment withheld for months on technicalities.

On Delivery and MG Payments
The delivery schedule that triggers the 90% MG payment can run 20 to 40 line items covering technical specifications, legal documentation, marketing materials, and chain of title materials. Review the delivery schedule item by item before signing the distribution agreement. Every item you cannot deliver will delay your payment.

Commission Structures: Gross vs Net

The distributor’s commission is their fee for distribution services, expressed as a percentage of revenue. The single most important financial question in any distribution agreement is whether the commission is calculated on gross revenue or net revenue after expenses.

A gross commission means the distributor takes their percentage from total revenue before any deductions. If a distributor takes a 25 percent gross commission on a $100,000 license fee, they receive $25,000 and the filmmaker receives $75,000.

A net commission means the distributor takes their percentage after deducting specified expenses. If a distributor deducts $30,000 in expenses from a $100,000 license fee and then takes a 25 percent commission on the remaining $70,000, they receive $17,500 in commission plus the $30,000 in previously deducted expenses. The filmmaker receives $52,500, not $75,000.

Commission rates in independent distribution typically range from 15 to 35 percent. Sales agents handling international rights commonly charge 20 to 25 percent. Domestic distributors typically charge 20 to 30 percent. Aggregators handling digital placement typically charge 15 to 25 percent of net revenue.

The difference between gross and net commission structures is not always clearly labeled in an agreement. Read the commission provision carefully and confirm exactly what revenue base the commission is calculated on before accepting any headline commission rate.

P&A: Prints and Advertising

P&A originally referred to the cost of physical film prints and cinema advertising. In the current distribution environment, P&A encompasses all marketing and promotional expenses the distributor incurs in connection with the release of the film: digital delivery costs, transcoding, subtitles, closed captions, trailer production, poster design, social media advertising, press materials, market attendance costs, and screening expenses.

The critical issue is that P&A costs are typically recouped from revenue before the filmmaker is paid. In a deal where the distributor has the right to recoup P&A, revenue comes in, P&A expenses are deducted first, the distributor takes their commission on the remaining amount, and the balance — if any — reaches the production.

P&A recoupment without a cap creates unlimited exposure. Distributors with uncapped P&A authority can spend at levels that are commercially rational from their perspective but that make it mathematically impossible for the filmmaker’s revenue to survive the waterfall. This is not theoretical — it is one of the most common reasons filmmakers receive nothing from deals that appeared, on paper, to generate meaningful revenue.

Expense Caps

An expense cap is a ceiling on the total amount of costs the distributor can recoup from your film’s revenue. Negotiating an expense cap is one of the highest-priority financial provisions in any distribution agreement.

A properly structured expense cap specifies the maximum total expenses that can be charged against revenue, the specific categories of expenses that are recoupable, the documentation required to substantiate each expense, and the filmmaker’s right to receive receipts and verify charges. Recoupable expenses should be limited to direct, documented, out-of-pocket costs actually incurred on behalf of the film. They should expressly exclude the distributor’s general overhead, legal fees, staff salaries, and office expenses.

Market expenses — costs of attending film markets including travel, accommodation, screening costs, and market fees — should be capped separately. Market expenses for films without theatrical components typically range from $20,000 to $50,000. For films with theatrical ambitions or international sales strategies, market expenses can reach six figures. A cap should be agreed before signing, not after market attendance has already occurred.

Cross-Collateralization

Cross-collateralization is a provision that allows a distributor to offset losses on one film against revenues from another film in their library. If you have licensed multiple films to the same distributor and one underperforms, cross-collateralization allows the distributor to apply your other films’ revenues against the underperforming film’s deficit before any overages flow to you.

Cross-collateralization is most commonly encountered when a filmmaker has multiple films with the same distributor, or when a single distribution agreement covers a package of films rather than a single title. It should be resisted unless there is a genuine commercial rationale for accepting it. The filmmaker’s films should stand alone financially — revenue from Film A should not be applied against losses from Film B unless the filmmaker has explicitly agreed to this arrangement and been compensated for the additional risk.

Gross Receipts and Net Profits Definitions

How gross receipts and net profits are defined in a distribution agreement determines what you are paid — not what the film earns. These definitions are where the most significant financial mischief occurs in distribution agreements.

Gross receipts should be defined as all revenue received by the distributor in connection with the exploitation of the film, without deduction. Any deductions from gross receipts — commissions, expenses, sub-distribution fees — should be clearly identified as separate line items rather than embedded in the gross receipts definition.

Net profits are whatever remains after all permitted deductions have been applied to gross receipts. As discussed in the context of Hollywood accounting, net profits in distribution agreements are frequently defined in ways that ensure they remain at zero regardless of gross revenue. If your distribution agreement offers you a percentage of net profits, understand that net profits as defined in that agreement may never materialize even if the film generates significant gross revenue.

For a detailed explanation of how revenue waterfalls work and why net profits often equal zero, see Thoolie’s How Film Revenue Waterfalls Work Guide.

Interest on Late Payments

Distribution revenue reporting is typically quarterly. A distributor who collects revenue on your behalf and pays quarterly holds your money for up to 90 days before each payment. A distributor who pays late holds it longer. Without a late payment interest provision, the distributor has a financial incentive to delay payment — they earn the benefit of holding your money interest-free.

A late payment interest provision specifies that the distributor pays interest on amounts not paid within the required payment period. The interest rate should be specified in the agreement and should not violate applicable usury laws. Without this provision, prejudgment interest typically does not run until a court award is made — meaning a distributor can hold your money through years of dispute without the interest clock running.

Separate Accounting

Some distribution agreements require the distributor to maintain the filmmaker’s revenue in a separate bank account rather than commingling it with the distributor’s general operating funds. A separate accounting provision makes it easier to verify that revenue collected on behalf of the film has been properly tracked and reduces the risk of the filmmaker’s funds being lost in a distributor’s cash flow difficulties.

A stronger provision requires the distributor to hold the filmmaker’s share of revenue in trust. If a distributor who holds funds in trust misappropriates them, criminal liability may attach in addition to civil claims.

Performance Obligations: What the Distributor Must Do

A distribution agreement that grants rights without requiring the distributor to actively exploit them gives the distributor the option to do nothing while holding your rights. A film sitting in a distributor’s catalog with no active promotion and no platform placement is effectively unavailable to audiences even though the distributor controls its distribution.

Marketing Obligations

Marketing obligations define what the distributor is contractually required to do to promote and release the film. At minimum, a distribution agreement should specify a minimum marketing spend, the categories of marketing activities the distributor will undertake, a timeline for initial release or platform placement, and consequences if those obligations are not met.

Distributors consistently resist specific marketing commitments. They argue — with some justification — that they cannot predict market conditions and commit to specific spend levels on a film they have not yet tested. The filmmaker’s counter-argument is equally valid: without marketing obligations, the filmmaker has no contractual remedy if the distributor does nothing and no metric against which to measure underperformance.

At minimum, require a provision specifying that the distributor will make commercially reasonable efforts to market and distribute the film. That language is vague enough to give the distributor flexibility while establishing a contractual standard against which their conduct can be measured.

Release Timeline

A release timeline provision specifies when the distributor must release the film or place it on platforms. Without a release timeline, a distributor can hold your film indefinitely while the license term counts down, delaying any revenue while preventing you from pursuing other distribution arrangements.

Standard provisions require theatrical release within a defined period after delivery — typically 12 to 18 months — and streaming placement within a defined period after release. Failure to meet these timelines should trigger a reversion right allowing the filmmaker to reclaim the rights and pursue other distribution.

Reporting and Accounting

Quarterly revenue reporting is the industry standard in distribution. Reports should include gross revenues collected, the specific deductions taken, the distributor’s commission calculation, and the net payment due to the filmmaker. Reports should cover all territories and all media types included in the rights grant.

Some distributors report semi-annually, and some report annually for international territories. Less frequent reporting means you receive your money later and have less visibility into how your film is performing. Push for quarterly reporting across all territories.

Audit Rights

Audit rights give the filmmaker the contractual right to examine the distributor’s books and records to verify that revenue has been accurately reported and deductions properly calculated. Without audit rights, the filmmaker is entirely dependent on the distributor’s accounting.

A standard audit provision should specify the right to audit no more than once per year on reasonable prior written notice, at the filmmaker’s expense, with the distributor obligated to reimburse audit costs if the audit reveals an underpayment exceeding a specified threshold — typically two to five percent of amounts due. Records should be maintained for a minimum of three years in accordance with generally accepted accounting principles.

Reversion and Termination

Reversion provisions determine whether you can ever get your rights back and under what circumstances. They are among the most important provisions in any distribution agreement and among the most frequently absent from agreements presented to indie filmmakers.

Reversion Clauses

A reversion clause returns your rights to you when specified conditions are met. The most common reversion triggers are expiration of the license term, failure to release or exploit the film within a defined period, failure to meet minimum revenue thresholds, and failure to meet marketing obligations.

Reversion clauses need to be specific. Vague language about returning rights when the distributor is no longer actively exploiting the film creates disputes about what active exploitation means and whether it has occurred. A reversion clause that specifies an objective trigger — for example, failure to generate gross revenues of at least $X within 24 months of delivery, or failure to make the film available on at least one streaming platform within 18 months — gives the filmmaker a clear, enforceable right to reclaim their film.

The reversion process should also be specified. How does the filmmaker give notice? What happens to existing sublicenses? How long does the distributor have to wind down their operations and return materials? Clear answers to these questions in the agreement prevent disputes when reversion is eventually triggered.

Term and Renewal

The license term defines how long the distributor holds the rights. Standard terms vary significantly by distribution type. Sales agent agreements typically run two to five years. Streaming licenses typically run 18 months to three years. International distribution agreements in major territories commonly run 10 to 20 years.

Automatic renewal provisions are common in distribution agreements and can extend the term significantly beyond what the filmmaker originally intended. Any automatic renewal provision should include a clear notice period — typically 90 to 180 days before the end of the current term — during which the filmmaker can opt out. Missing an opt-out window can lock the filmmaker into an additional term of equal length with a distributor who is underperforming.

Termination for Cause

Distribution agreements should specify the grounds on which either party can terminate the agreement before the end of the term. Standard grounds for termination by the filmmaker include material breach by the distributor, failure to pay amounts due within a defined cure period, distributor insolvency or bankruptcy, and failure to exploit the film as required.

Cure periods are standard — most agreements give the breaching party 30 to 60 days after written notice to remedy a breach before the non-breaching party can terminate. Confirm that the cure period is reasonable and that the notice provisions are clear.

Upon termination, the fate of existing sublicenses must be addressed. Sublicenses the distributor entered into before termination may survive the termination of the principal distribution agreement and remain in force for their stated term. The distributor may retain the right and obligation to service these deals and collect fees from them even after termination, typically with reduced commission rights. This is standard practice but should be specifically addressed in the termination provisions rather than left as an ambiguity.

Distributor Insolvency

One of the most practically important and most overlooked provisions in distribution agreements is what happens if the distributor becomes insolvent or files for bankruptcy. Distribution companies do fail — sometimes with filmmaker revenue in their accounts and filmmaker films in their catalogs.

A provision addressing distributor insolvency should specify that the filmmaker has the right to terminate the agreement and reclaim rights in the event of a bankruptcy filing, assignment for the benefit of creditors, or similar insolvency event. It should also specify that revenue held by the distributor on behalf of the filmmaker at the time of insolvency is held in trust — which gives the filmmaker a priority claim over other creditors rather than being treated as an unsecured creditor.

Note that bankruptcy courts may not fully honor termination rights that are triggered by a bankruptcy filing itself, as bankruptcy law contains automatic stay provisions that prevent certain contractual rights from being exercised against a debtor in bankruptcy. This is an area where legal guidance specific to the facts is important.

Distribution Agreement Red Flags

The following provisions, standing alone or in combination, should trigger careful scrutiny and in most cases active negotiation before signing.

Red Flag ProvisionWhy It Matters and What to Do
‘All rights, all territories, in perpetuity’ without reversionThe broadest possible rights grant with no mechanism to reclaim. If unavoidable, require a reversion clause tied to exploitation minimums and an expense cap.
‘In any media now known or hereafter devised’Extends the rights grant to platforms and technologies that do not yet exist. This is standard language in comprehensive deals but should be accompanied by platform-specific exclusivity limits and reversion rights.
Uncapped P&A recoupmentNo ceiling on marketing expenses the distributor can charge against revenue. Cap all recoupable expenses by category before signing. Get the cap in writing, not just a verbal assurance.
‘No obligation to exploit’The distributor has the rights but no requirement to actually distribute or release the film. Require minimum exploitation obligations with a reversion trigger if they are not met.
Undefined ‘net profits’ or ‘net receipts’The basis on which you get paid is undefined or subject to unlimited deductions. Define gross receipts and net receipts precisely, or negotiate a fixed license fee instead of a backend participation.
Cross-collateralization across titlesRevenue from your stronger films offsets losses on weaker ones. Resist unless you are receiving meaningful compensation for the additional risk.
No audit rightsYou have no way to verify that revenue is being accurately reported. Require audit rights with a cost-shifting provision if an underpayment above a threshold is discovered.
No release timelineThe distributor can hold your film indefinitely without releasing it. Require a release deadline with a reversion trigger for failure to meet it.
Automatic term renewal with no opt-out windowThe agreement extends automatically without your affirmative consent. Require a defined opt-out window of at least 90 days before the end of each term.
Sublicensing without approval or accounting requirementsThe distributor can license your film to any third party on any terms without your knowledge. Require notice, accounting on the same basis as direct deals, and approval rights for material sublicenses.
Marketing costs payable in advance of releaseRecoupable costs begin accumulating before any revenue is generated. Cap pre-release expenses and require specific approval for commitments above a defined threshold.
No interest on late paymentsThe distributor has no financial incentive to pay on time. Require interest on late payments at a specified rate from the date due.

FULL ACCESS MEMBER RESOURCE

Distribution Agreement Review Checklist

The Distribution Agreement Review Checklist covers every provision in this guide in a clause-by-clause working document format with four columns: the checklist item, guidance on what to look for, a field to record the actual language in your agreement, and a status and flag column. Available to Full Access members.


Before You Sign: Due Diligence on the Distributor

Reviewing the agreement is necessary but not sufficient. The distributor who presents the agreement matters as much as the terms it contains. A well-drafted agreement with a distributor who lacks the relationships, resources, or intention to distribute your film protects you legally but does not get your film in front of audiences.

Research the Distributor

Before signing with any distributor, research their track record. Which films have they distributed in the past three years? Are those films available on the platforms they claim relationships with? Talk to filmmakers who have worked with them — not the references the distributor provides, but filmmakers you find independently through festival networks and online communities. Ask specifically about payment reliability, communication quality, and whether the distributor delivered what they promised in their pitch.

Resources including The Film Collaborative and filmmaker communities on social platforms maintain informal distributor report cards based on filmmaker experiences. These are not authoritative, but patterns of complaints about payment delays, lack of communication, or failure to deliver promised marketing should be taken seriously.

Ask for the Distributor’s Platform Relationships in Writing

A distributor’s value to you depends primarily on their relationships with platforms and buyers. Ask for a list of platforms they currently have content on, deals they have closed in the past 12 months, and specific territory contacts they can pitch your film to. A distributor who cannot provide specific, verifiable evidence of active platform relationships is likely pitching a capability they do not have.

Understand What Happens If the Distributor Is Acquired

Distribution companies are frequently acquired, merged, or shut down. The company you sign with today may not be the company that holds your rights in three years. Review the assignment provisions in any distribution agreement carefully. Most agreements allow the distributor to assign the agreement to a successor in the event of a sale or merger without the filmmaker’s consent. If the acquiring company has different priorities, fewer resources, or a different content strategy, your film may be deprioritized or effectively abandoned.

If possible, require consent rights over any assignment to a third party, or at minimum a reversion right that triggers if the agreement is assigned without your approval.

Confirm Chain of Title and E&O Are in Order Before Signing

Most distribution agreements require the filmmaker to warrant that they own or control all rights necessary to grant the distribution rights being conveyed, and to provide E&O insurance naming the distributor as an additional insured. If your chain of title has gaps or your E&O application has not been approved, signing a distribution agreement creates a potential breach of contract from day one.

Thoolie’s Film Chain of Title Guide covers what a complete chain of title includes and what distributors and E&O insurers look for during review.

Thoolie’s E&O Insurance Guide covers what underwriters require, why applications get rejected, and how to prepare your production documentation before applying.

For a complete list of delivery materials most distributors require, see Thoolie’s Indie Film Delivery Checklist.

Frequently Asked Questions

 What is a reasonable distribution commission for an indie film?

Commission rates in independent distribution typically range from 15 to 35 percent. Sales agents handling international rights commonly charge 20 to 25 percent. Domestic distributors typically charge 20 to 30 percent. Aggregators handling digital placement typically charge 15 to 25 percent of net revenue. Higher rates should come with stronger platform relationships, more active marketing, and greater upfront investment. A 30 percent commission from a distributor with genuine theatrical relationships and active SVOD placement may generate more filmmaker revenue than a 15 percent commission from an aggregator who pitches blocks of films without individual attention.

Should I sign a distribution deal without a minimum guarantee?

It depends on the deal. A distribution agreement with no MG but strong platform relationships, active marketing obligations, a defined release timeline, and a reversion clause may be better for a film than an agreement with a small MG but no exploitation obligations and an uncapped expense recoupment. The MG is not the only measure of deal quality. Evaluate the full package of terms — rights, term, commission, expenses, obligations, and reversion — before deciding whether a no-MG deal is acceptable.

Can I distribute my film independently while having a distribution agreement?

Only if the distribution agreement permits it. An exclusive distribution agreement prevents you from distributing the film in the granted territory and media during the term. A non-exclusive agreement allows you to distribute the film yourself or through other distributors simultaneously. Know exactly what your exclusivity obligations are before attempting any self-distribution that might conflict with an existing agreement.

What happens to my film if my distributor goes bankrupt?

What happens depends on what your agreement says and on the specific facts of the bankruptcy. If your agreement holds filmmaker revenue in trust, you may have a priority claim. If your agreement includes a reversion trigger for insolvency, you may be able to reclaim rights — though bankruptcy courts may limit the exercise of termination rights against a debtor in bankruptcy. Consulting an attorney promptly when a distributor files for bankruptcy is important. Filmmaker communities and industry organizations have addressed this issue repeatedly and can be a source of practical guidance on navigating the claims process.

Do I need a lawyer to review a distribution agreement?

Yes, for any significant deal. Distribution agreements can run to 40 or more pages and contain provisions with long-term consequences for your rights and revenue that are not visible in a summary or deal memo. The cost of legal review is modest relative to the value of the rights at stake and the cost of signing an agreement you do not fully understand. For shorter-form aggregator agreements or deals with minimal guaranteed revenue, the cost-benefit of full legal review depends on the specific facts — but at minimum, work through the Distribution Agreement Review Checklist before signing anything.

What is the difference between a deal memo and a full distribution agreement?

A deal memo is a short summary of the principal economic terms of a distribution deal — typically covering rights, territory, term, MG if any, and commission rate. A full distribution agreement is the complete legally binding contract with all provisions including representations and warranties, indemnification, audit rights, termination, and every other provision discussed in this guide. Deal memos are sometimes used at the beginning of negotiations when the full agreement is not yet drafted. They can be binding if they contain all material terms and are signed by both parties. Do not treat a deal memo as a placeholder with no legal weight — have it reviewed before signing just as you would a full agreement.

  • Streaming Rights for Indie Filmmakers: The complete guide to streaming distribution — SVOD, AVOD, TVOD, FAST channels, Pay-1 and Pay-2 windows, P&A recoupment, and what to negotiate in a streaming agreement.
  • How Film Distribution Rights Work: How distribution rights are structured, how rights windows work, and what you are granting in a distribution agreement.
  • Film Chain of Title Guide: What chain of title is, what it must include, and how to build a complete, defensible chain from development through distribution.
  • E&O Insurance Guide: What E&O underwriters review, why applications get rejected, and how to build an insurable production from day one.
  • How Film Revenue Waterfalls Work: A real example of how gross proceeds flow from distributor receipts through recoupment to filmmaker participation.
  • Indie Film Delivery Checklist: Everything you need to deliver to a distributor — covering technical specifications, legal documentation, and marketing materials.
  • Film LLC Guide for Filmmakers: How to form and structure a production entity that holds your film’s rights properly before entering distribution negotiations.

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