Case 2:19-cv-05585 Document 1 Filed 06/27/19 Page 1 of 20 Page ID #:1

1 IRELL & MANELLA LLP
Steven A. Marenberg (101033)
2 smarenberg@irell.com
Victor Jih (186515)
3 vjih@irell.com
Stephen M. Payne (310567)
4 spayne@irell.com
1800 Avenue of the Stars, Suite 900
5 Los Angeles, California 90067-4276
Telephone: (310) 277-1010
6 Facsimile: (310) 203-7199
7

MITCHELL SILBERBERG & KNUPP LLP
8 Adam Levin (156773)
axl@msk.com
9 Jeremy Mittman (248854)
j2m@msk.com
10 Jean Pierre Nogues (84445)
jpn@msk.com
11 2049 Century Park E., 18th Floor
Los Angeles, CA 90067
12 Telephone: (310) 312-2000
Facsimile: (310) 312-3100
13
Attorneys for Plaintiff
14 UNITED TALENT AGENCY, LLC
15

UNITED STATES DISTRICT COURT

16

CENTRAL DISTRICT OF CALIFORNIA

17
18
19

WESTERN DIVISION
UNITED TALENT AGENCY, LLC,
Plaintiff,

20

vs.

21

WRITERS GUILD OF AMERICA,
22 WEST, INC. and WRITERS GUILD
OF AMERICA, EAST, INC.,
23
Defendants.
24
25

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Case No. 2:19-cv-05585
COMPLAINT FOR VIOLATION OF
SECTION 1 OF THE SHERMAN
ANTITRUST ACT
DEMAND FOR JURY TRIAL

26
27
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COMPLAINT FOR VIOLATION OF SECTION 1 OF THE
SHERMAN ACT
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 Case 2:19-cv-05585 Document 1 Filed 06/27/19 Page 2 of 20 Page ID #:2

Plaintiff United Talent Agency, LLC (“UTA”) alleges against Defendants

1

2 Writers Guild of America, West, Inc. (“WGAW”) and Writers Guild of America,
3 East, Inc. (“WGAE”) (together, “WGA”) violation(s) of Section 1 of the Sherman
4 Antitrust Act. This Court has jurisdiction pursuant to 15 U.S.C. §§ 15 and 26, and 28
5 U.S.C. §§ 1331 and 1337.
6

INTRODUCTION
1.

7

On April 13, 2019, WGA radically upended over 40 years of settled,

8 mutually-beneficial business relationships between Hollywood writers and the talent
9 agencies that represent them. On that date, in what WGA President David Goodman
10 described as a “power grab” designed to “divide and conquer” talent agencies, WGA
11 adopted and began to enforce a so-called “Code of Conduct” that requires writers to
12 fire the talent agents who refused to bend the knee to WGA’s demand that talent
13 agencies abandon the agencies’ business practice of “packaging” and their affiliations
14 with content production companies. Writers who fail to follow the dictates of the
15 WGA and refuse to join the boycott face discipline from WGA that could substantially
16 and irreparably harm their careers.
2.

17

When it so acted, WGA placed the interests of a few well-heeled

18 individuals above the interests of its membership. As explained below and as WGA
19 has acknowledged, the vast majority of writers benefit from packaging arrangements
20 by reaping the creative and financial rewards of writing engagements without having
21 to pay a traditional 10% commission on their income to the talent agents who procured
22 these engagements. Likewise, WGA undermined the interests of writers who benefit
23 from the increased opportunities and more favorable economic terms offered to
24 writers, directors, actors and other Hollywood talent by agency-affiliated production
25 companies, when compared to the terms offered by the traditional industry television
26 studios.
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3.

1

More to the point, WGA not only acted contrary to the interests of

2 writers, and other members of the Hollywood creative community, it also acted
3 illegally. WGA has exceeded its lawful authority as a labor union by organizing an
4 illegal group boycott against UTA and other talent agencies. WGA’s boycott,
5 attempting to impose a blanket prohibition on talent agency packaging and agency
6 affiliated production companies, undermines lawful competition and far exceeds any
7 limited exemption WGA has under the antitrust laws. To the contrary, WGA’s ban
8 has harmed competition in the packaging market and other markets that WGA has no
9 authority to regulate, has harmed UTA and other talent agencies, and has harmed the
10 very writer-members whom the WGA purports to represent.
4.

11

WGA’s group boycott is a classic, per se violation of the Sherman Act.

12 UTA filed this suit to enjoin WGA’s illegal conduct and to recover treble damages
13 for the harm WGA’s boycott has caused. UTA also seeks to recover its attorney’s fees
14 and litigation costs in bringing this suit.
15

PARTIES
5.

16

Plaintiff UTA is a limited liability company existing under the laws of

17 the State of Delaware, with its principal place of business in Beverly Hills, California.
6.

18

Defendant WGAW is a California non-profit corporation headquartered

19 in Los Angeles, California. WGAW is a labor union representing thousands of writers
20 in the motion picture and television industries.
7.

21

Defendant WGAE is a New York non-profit corporation headquartered

22 in New York City, New York. WGAE is a labor union representing thousands of
23 writers in the motion picture and television industries. Writers who live east of the
24 Mississippi River at the time of their initial membership are enrolled as members of
25 WGAE, whereas those to the west are members of WGAW.
8.

26

WGAW and WGAE work in tandem to represent their members. Among

27 other things, WGAW and WGAE negotiated and entered into an industrywide
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COMPLAINT FOR VIOLATION OF SECTION 1 OF THE
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1 collective bargaining agreement, the “Minimum Basic Agreement” or “MBA,” with
2 the Alliance of Motion Picture and Television Producers, Inc. (“AMPTP”), a multi3 employer collective bargaining representative for motion picture and television
4 producers. The MBA sets a minimum compensation scale for writers for film and
5 television production, though writers are free to negotiate individual compensation
6 above these minimums, and may be represented in those negotiations by licensed
7 talent agents.
8

JURISDICTION AND VENUE
9.

9

This Court has subject-matter jurisdiction pursuant to 15 U.S.C. §§ 15

10 and 26, and 28 U.S.C. §§ 1331 and 1337.
10.

11

This Court has personal jurisdiction over WGAW under 15 U.S.C. § 15

12 because WGAW resides in this District.
11.

13

This Court has personal jurisdiction over WGAE because it is a

14 corporation that transacts business in this District under 15 U.S.C. § 22. WGAE
15 performs services on behalf of its members in this District; in conjunction with
16 WGAW, WGAE entered into the Minimum Basic Agreement with production
17 companies represented for the purposes of collective bargaining by the AMPTP, many
18 of which are located in this District; and, in conjunction with WGAW, WGAE has
19 sought to impose a new Code of Conduct on the Association of Talent Agents
20 (“ATA”), which is also located in this District.
12.

21

The Court also has personal jurisdiction over WGAW and WGAE

22 because they are engaged in a conspiracy that is directed at, and has a direct,
23 substantial, reasonably foreseeable and intended effect of causing injury to the
24 business or property of persons and entities located in this District.
13.

25

Venue is proper in this District under 15 U.S.C. § 15 and 28 U.S.C. §§

26 1391(b), (c) and (d) because WGAW and WGAE are subject to this Court’s personal
27 jurisdiction with respect to this action, and a substantial part of the events giving rise
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1 to the claims for relief stated herein occurred in this District. Furthermore, UTA has
2 suffered and will continue to suffer harm in this District as a result of WGA’s actions.
3

FACTUAL BACKGROUND
14.

4

UTA is a global talent agency representing many talented individuals

5 working in film, television, news, music, sports, theater, fine art, literature, social
6 media, video games, podcasts, and other media, including writers for film and
7 television. UTA employs many of the industry’s most experienced talent agents and
8 strives to foster a culture of entrepreneurship, working not only to secure employment
9 for its clients but also to help them launch new TV series and films, sell screenplays,
10 develop companies, find financing, and more. UTA’s success is a testament not only
11 to the talent of the writers and other artists it represents, but also to UTA’s singular
12 focus on putting clients first.
15.

13

UTA is involved in the process of developing television and film content,

14 working closely with its clients to put together “packages” of the key elements
15 necessary to create new shows, including talent (such as writers, directors, and actors),
16 scripts, and concepts. UTA pitches these packages, always with the knowledge and
17 consent of its clients (including writers) to production companies, who purchase the
18 package in exchange for a fee and use it as the core for a new show or film. When
19 UTA receives a package fee from a production company, it forgoes charging a
20 commission to its clients.
16.

21

In addition, in late 2018, UTA entered into an affiliation with Media

22 Rights Capital (“MRC”), a production company, to increase competition with
23 traditional studios and provide additional opportunities for UTA’s clients and other
24 artists. The recent UTA-MRC affiliation, known as Civil Center Media, has
25 consistently offered writers, directors, actors and others more favorable terms than
26 those traditionally offered by Hollywood studios. No UTA client is pitched to MRC
27 or Civic Center Media without his or her knowledge and consent. UTA’s relationship
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1 with Civic Center is always disclosed, as are options for employment with other
2 studios, and UTA encourages its clients to retain independent attorneys to review
3 deals with Civic Center (and, in fact, any other deal for the clients’ services).
17. WGA has been aware of and has expressly agreed to the practice of

4

5 packaging for over 40 years, and also permitted talent agencies to participate in
6 content production. In 1976, WGA and the Association of Talent Agents (“ATA”)
7 (then known as the Artists’ Managers Guild), of which UTA is one of over 100
8 member agencies, entered into the Artists’ Manager Basic Agreement (“AMBA”),
9 attached hereto as Exhibit A. The AMBA expressly permitted packaging, see AMBA
10 § 6, and did not prohibit agencies, like UTA, from affiliating with production
11 companies. Until April 2019, WGA franchised UTA and other talent agencies to
12 represent its members pursuant to the terms of the AMBA.
18.

13

UTA’s writer-clients also knew of, agreed to, and benefitted from

14 packaging. UTA always discloses packaging arrangements to its writer clients (and
15 other clients), and obtains their consent before submitting them for a packaged deal.
16 If a writer or other client prefers not to participate in packaged shows or films, then
17 UTA does not package that client and will instead charge a commission.
19.

18

WGA terminated the AMBA on April 12, 2019, and demanded that all

19 previously franchised talent agencies agree to a new “Code of Conduct,” attached
20 hereto as Exhibit B, that imposed a blanket ban on packaging and agency affiliated
21 content companies. UTA and over one hundred other agencies refused to capitulate
22 to WGA’s ukase, and WGA subsequently instituted its group boycott against all non23 compliant agencies. WGA’s boycott seeks to upend longstanding industry practices
24 and has harmed UTA and the very members the WGA claims to represent.
25
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1

A.

2

UTA’s Longstanding Engagement in Content Packaging Benefits
its Clients and the Industry

20.

3

Packaging is a long-standing practice, dating back to at least the 1950s,

4 through which talent agencies assemble a “package” of the key elements needed to
5 produce a new television show or film, including talent (e.g., writers, actors, and
6 directors), and associated intellectual property (such as scripts, treatments, and
7 concepts), and then sell the rights to that package to a production company. In doing
8 so, talent agencies provide a valuable service to production companies by facilitating
9 the development of new content, while also benefitting agency clients. Writers—and
10 the other talent who agree to be included in any series subject to a packaging deal—
11 whether or not any individual was part of the original package—do not pay any
12 commission to their agents (ordinarily up to 10%) in a packaged deal. Instead, the
13 agency is compensated directly for the service it provides in the form of a packaging
14 fee paid by the production company.
21.

15

Packaging arrangements are individually negotiated and vary

16 significantly from package to package, as does the packaging fee. However, a
17 packaging fee generally includes (i) an upfront license fee (usually a fixed dollar
18 amount paid per episode) and (ii) a backend fee paying the agency a percentage of
19 certain profits earned by the show. Packages have sometimes also included a deferred
20 license fee, but such fees are increasingly rare and almost never result in any payment
21 even when agreed to by the talent agency and production company. Backend fees are
22 also rarely paid by the production company, as they are earned only on the few most
23 successful shows. For example, upon information and belief, over the past 5 years,
24 only about 5 series on the big four broadcast networks have achieved backend fees.
25 WGA is thus wrong when it alleges that package fees invariably involve a “3-3-10”
26 formula—3% upfront license fee, 3% deferred license fee, and 10% backend fee, for
27
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1 the reasons described above and because packaging fees are not typically calculated
2 as a percentage of a show’s budget.
22.

3

UTA and other agencies generally provide ongoing services to a

4 production company as part of a package deal. For example, UTA will often assist in
5 developing the project after the package is purchased, and suggest staffing throughout
6 the run of the show.
23.

7

Packaging fees are paid per show, not per artist, and, as noted, UTA

8 typically receives the same packaging fee regardless of how many of its clients are
9 included in the initial package or are later hired to work on the packaged show. Hence,
10 when UTA enters into a packaging deal with a production company for a project, it is
11 assuming a large degree of business risk. For all except the rare successful show that
12 earns significant backend profits, UTA’s packaging fee is often similar to (and in
13 many cases significantly less than) what UTA would have earned from charging its
14 clients a commission based on their earnings.
24.

15

Packaging is not the means by which talent agents negotiate the terms

16 and conditions of writers’ employment. Rather, packaging negotiations generally
17 focus on the terms of the production company’s bid for the show and the amount of
18 the agency’s packaging fee. UTA separately negotiates client compensation, and such
19 negotiations are completely independent from the packaging deal. Indeed, except for
20 those clients who are part of the original package, most clients are hired (and their
21 salaries and other terms negotiated) long after the packaging agreement has been
22 negotiated. Throughout this process, UTA aims to negotiate the best possible terms
23 for writers and all other clients it represents; UTA’s receipt or non-receipt of a
24 packaging fee has no impact at all on the negotiation process, UTA’s vigorous
25 advocacy on behalf of its clients, or the ultimate deal terms negotiated for the services
26 of its clients, including, but not limited to, writers’ compensation.
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25.

1

Packaging benefits UTA’s clients, including writers, both creatively

2 and financially. For example, packaging increases output of television series and films
3 by lowering the barriers to getting a new show off the ground, creating employment
4 opportunities for writers and other artists that otherwise would not have existed. Upon
5 information and belief, approximately 90% of new television shows are now
6 packaged, and the number of new television series released each year has increased
7 over 40% in the last five years.
26.

8

Packaging also benefits UTA’s clients by giving them an advantage in

9 hiring. Writers (and other clients) included in a package benefit from the
10 attractiveness of the package as a whole, and shows are more likely to be purchased
11 by a production company when packaged. Similarly, UTA is better able to place
12 writers and other UTA clients on shows that it has packaged, including because such
13 show will already involve at least some UTA clients and studios look to the packaging
14 agency to staff and help cast a show that the agency packaged.
27.

15

UTA’s involvement in packaging also increases the net compensation

16 for the vast majority of writers and other UTA clients, as writers and other clients who
17 are part of a packaged show pay no commission to UTA. Because a traditional
18 commission is 10%, this savings is often significant, and provides a guaranteed
19 benefit to writers and other clients regardless of the ultimate success of the show.
28.

20

Despite its longstanding endorsement of packaging, WGA now claims

21

that packaging always harms writers and creates a conflict of interest that

22

incentivizes agents to maximize their own fee rather than writers’ compensation.

23

This contention is false. UTA has every incentive to provide the best possible

24

representation to its clients, most notably that any client who is not satisfied is free

25

to leave (and will leave) UTA for one of hundreds of competing talent agencies.

26

Packaging does nothing to change that incentive, and can even further align the

27

interests of UTA and its clients by creating shared incentives for content creation.

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29.

1

WGA’s claim that packaging creates a conflict of interest is also

2 contradicted by decades of experience under the AMBA, which included a dispute
3 resolution procedure for writers or the WGA to seek redress for any harmful conflict.
4 See AMBA § 3, 8. Upon information and belief, not even one writer has ever filed a
5 claim against UTA based on any claimed failure by UTA to act in her/his best
6 interests, shattering WGA’s claim that packaging regularly harms writers.
30.

7

The WGA’s notion that a long-standing, mutually-beneficial,

8 commercial practice that everyone has always treated as something to be negotiated
9 in good faith, has suddenly been discovered by WGA (a sophisticated party if ever
10 there were one) to actually have been illegal all these many years, and that the agents
11 who behaved in conformity with the WGA’s own agreement all this time now deserve
12 to be punished for doing so, is so obviously preposterous that it cannot possibly be
13 correct—and it is not.
14

B.

15

UTA’s Affiliation with Civic Center Increases Competition and
Benefits Writers

31.

16

Pursuant to UTA’s affiliation with Media Rights Capital (“MRC”),

17 known as Civic Center Media (“Civic Center”), UTA acquired a minority financial
18 interest in certain shows produced and financed by Civic Center. UTA and Civic
19 Center are separate companies, and operate independently of each other. UTA has no
20 role in the management or operations of Civic Center, which is run entirely by MRC
21 executives and maintains separate offices from UTA. To date, UTA’s arrangement
22 with Civic Center has resulted in the production of at least one new television series,
23 and several others have been sold to networks and are currently in development.
32.

24

UTA’s agreement with MRC/Civic Center is not exclusive. MRC/Civic

25 Center is free to, and does, hire clients of agencies other than UTA and purchase
26 shows not packaged by UTA (or co-packaged by UTA and another agency or
27 agencies), just as it did before its agreement with UTA. Similarly, unless a client
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1 prefers otherwise, UTA continues to market packages and pursue employment for its
2 clients with studios other than MRC and Civic Center. This is a competitive process
3 and Civic Center obtains business from UTA or its clients only if it makes the best
4 offer, and only if UTA’s clients agree to that offer.
33.

5

UTA’s affiliation with MRC/Civic Center benefits writers and other

6 UTA clients by expanding the output of television series, increasing competition with
7 traditional production companies, creating new employment opportunities, and
8 providing better terms to writers. For example, Civic Center offers better
9 compensation to writers than traditional production companies, including higher
10 wages, increased backend compensation, and better script fees. Civic Center also
11 charges lower fees and pursues more lucrative distribution terms than traditional
12 production companies, further increasing clients’ backend compensation. Upon
13 information and belief, Civic Center’s presence in the market is forcing traditional
14 production companies to improve their own offers to writers and other talent,
15 increasing compensation and employment for UTA’s clients.
34.

16

Until it implemented its group boycott, and for the 40 plus years the

17 AMBA was the operative agreement between the WGA and talent agencies, WGA
18 did not prohibit talent agencies such as UTA from establishing affiliations with
19 production entities. Although WGA now contends that entities such as Civic Center
20 harm writers and create conflicts of interest, this is false. UTA’s affiliation with
21 MRC/Civic Center is disclosed to all clients, and UTA obtains informed consent from
22 its clients before pursuing any deal with MRC/Civic Center. Further, UTA maintains
23 strict separation of agents from MRC/Civic Center and does not share confidential
24 client information with Civic Center. UTA also encourages clients to obtain
25 independent legal representation to review any deals with Civic Center, and conducts
26 all negotiations with Civic Center at arms-length. Again, WGA’s notion that it has
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1 just recently discovered that these long-standing and properly disclosed practices are
2 somehow actually illegal is utterly preposterous.
3

C.

4

WGA Has Organized An Unlawful Group Boycott Against UTA
And Other Talent Agencies

35.

5

In February 2018, WGA announced that it intended to terminate the

6 AMBA and institute a new “Code of Conduct” imposing a blanket ban on packaging
7 and agency affiliated content producers. The Association of Talent Agents (“ATA”)
8 attempted to negotiate with the WGA, and made several detailed proposals that would
9 preserve the ability of talent agencies to engage in packaging and to affiliate with
10 production companies, but with tailored protections for writers providing means to
11 remedy any conflicts of interest that might be asserted. A copy of ATA’s proposal is
12 attached hereto as Exhibit C. The WGA summarily rejected ATA’s proposals.
36.

13

On April 13, 2019, WGA unilaterally enacted its new Code of Conduct,

14 and stated that all talent agencies must comply with its terms in order to represent
15 WGA members. The Code of Conduct includes the following provisions concerning
16 packaging and agency affiliated production companies (Ex. B, at 2):
a.

17

No Agent shall have an ownership or other financial interest in,

18

or shall be owned by or affiliated with, any entity or individual

19

engaged in the production or distribution of motion pictures.
b.

20

No Agent shall have an ownership or other financial interest in,

21

or shall be owned by or affiliated with, any business venture that

22

would create an actual or apparent conflict of interest with

23

Agent’s representation of a Writer.
c.

24

No Agent shall derive any revenue or other benefit from a

25

Writer’s involvement in or employment on a motion picture

26

project, other than a percentage commission based on the

27

Writer’s compensation or fee.

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d.

1

No Agent shall accept any money or thing of value from the
employer of a Writer.

2
37.

3

Immediately after enacting its new Code of Conduct, WGA began to

4 implement a group boycott of non-compliant agencies and instructed its members that
5 they were prohibited from being represented by an agent who does not agree to the
6 Code of Conduct. As dictated by WGA: “No Current WGA member can be
7 represented by an agency that is not franchised by the Guild in accordance with
8 Working Rule 23.” Exhibit D, Agency Code of Conduct Implementation FAQ, at 1.
9 Working Rule 23 provides that members can only be represented by agencies that
10 sign a franchise agreement with WGA, which as of April 13 “is the WGA Agency
11 Code of Conduct.” Id.
38.

12

WGA’s leadership has instructed WGA members that they must join the

13 “collective action by WGA members” to refuse to deal with any agents or agencies
14 who do not agree to the Code of Conduct. See Ex. D, Agency Code of Conduct
15 Implementation FAQ, at 1 (“If my agency does not sign the Code of Conduct, do I
16 have to tell them they cannot represent me? Yes, but you will do so as part of a
17 collective action by WGA members.”). WGA has threatened union discipline against
18 any of its members who continue to work with such “non-franchised” agencies and
19 agents. See id., at 4-5 (“How will Working Rule 23 be enforced? … [A]fter the Guild
20 decides on collective action members are obligated to follow Guild rules, which will
21 be enforced. … Article X of the WGAW and WGAE Constitutions guides Guild
22 disciplinary procedures.”); see also Rules for Implementation of the WGA Code of
23 Conduct for Agents, attached hereto as Exhibit E, at ¶ 4 (“Members in violation of
24 Working Rule 23 shall be subject to discipline in accordance with Article X of the
25 WGAW Constitution.”).
39.

26

WGA’s directive to its members to boycott talent agencies that do not

27 submit to the Code of Conduct applies not only to writers, but also to WGA members
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1 who are acting in their capacity as producers. See Ex. D, Agency Code of Conduct
2 Implementation FAQ (Q. What if I’m a TV writer/producer? A. [P]roducing services
3 are deemed part of writing when performed by writer-producers . . . under Working
4 Rule 23 non-franchised agents cannot represent WGA writers with respect to these
5 hyphenate services, and a member who has historically been employed as a hyphenate
6 cannot avoid the Guild’s jurisdiction by re-labeling a contract as a producer-only
7 deal.”). WGA’s Code of Conduct also demands that UTA and other agencies disclose
8 the confidential terms of producing deals made with production companies by clients
9 who are also writers, even if the agency’s clients do not consent.
40.

10

Upon information and belief, WGA is compiling a record of those

11 members who fire their non-franchised agents, and those members who continue to
12 work with their non-franchised agents. The latter group will be subject to discipline
13 by a tribunal of WGA members, in what is likely to be an expedited process, and the
14 penalty could be a significant monetary fine or expulsion from WGA. WGA members
15 who choose to work with a non-franchised talent agent risk becoming blacklisted if
16 they refuse to join WGA’s boycott.
41.

17

By reason of the above conduct, WGA has organized a group boycott in

18 which all agency packaging and content affiliation have been banned, and both willing
19 and coerced writer-members have agreed to boycott UTA and other talent agents who
20 will not submit to WGA’s prohibitions on packaging and content affiliates. To date,
21 over 1,700 of UTA’s writer-clients have terminated UTA due to WGA’s group
22 boycott. WGA claims that, in total, 7,000 writers have terminated their agents as a
23 result of WGA’s group boycott, representing approximately 80% of WGA writers
24 represented at the time of the boycott.
42.

25

WGA has also combined with non-labor entities to facilitate and enforce

26 its unlawful group boycott, including producers (showrunners), certain talent
27 agencies, and lawyers and managers.
28
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- 13 -

COMPLAINT FOR VIOLATION OF SECTION 1 OF THE
SHERMAN ACT

 Case 2:19-cv-05585 Document 1 Filed 06/27/19 Page 15 of 20 Page ID #:15

43.

1

First, WGA has combined with producers (showrunners) to enforce its

2 boycott, demanding that showrunners refuse to do business with any agency that has
3 not agreed to WGA’s Code of Conduct. Producers and showrunners (including those
4 who may also act as writers) are non-labor entities because they oversee production
5 on behalf of a production company and are responsible for hiring and supervising
6 other talent, managing the budget, overseeing filming and post-production, and other
7 tasks. Upon information and belief, some producers and showrunners have joined
8 WGA’s ban, and have refused to accept packaging proposals from UTA and other
9 non-franchised agencies. The WGA also has attempted to combine with production
10 companies to enforce its boycott. See Exhibit F (WGA Proposal to the Alliance of
11 Motion Picture and Television Producers (“AMPTP”)). To date, UTA is informed and
12 believes that production companies have resisted joining the boycott on the grounds
13 that it “would subject [AMPTP], the WGA and individual writers to a substantial risk
14 of liability for antitrust violations,” but that WGA continues to unlawfully threaten
15 and pressure these production companies to join its unlawful group boycott.
44.

16

Second, WGA has entered into agreements with certain talent agencies

17 that will agree to be bound by the Code of Conduct, that permit those agencies to
18 represent WGA members while maintaining and enforcing the boycott against non19 consenting agencies. These agencies have obtained an anticompetitive advantage by
20 virtue of their facilitation of the boycott, as such agencies may continue to represent
21 writers and may poach clients from agencies that are currently subject to the boycott,
22 while their competitors are excluded from the market.
45.

23

Third, WGA has combined with lawyers and talent managers to sustain

24 its boycott and mitigate the harm that WGA’s actions have caused to its own
25 members. Specifically, on March 20, 2019, WGA purported to temporarily authorize
26 managers and lawyers to procure employment and negotiate overscale terms and
27 conditions of employment for individual writers. But, under California, New York,
28
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- 14 -

COMPLAINT FOR VIOLATION OF SECTION 1 OF THE
SHERMAN ACT

 Case 2:19-cv-05585 Document 1 Filed 06/27/19 Page 16 of 20 Page ID #:16

1 and certain other state laws, only licensed talent agents may lawfully represent writers
2 in their individual negations with production companies. WGA’s purported act of
3 “delegation” has conferred an anticompetitive benefit on these unlicensed lawyers and
4 managers, purportedly conferring on them non-existent authority to engage in
5 representation without complying with the licensing requirements applying to
6 licensed talent agencies and without competition from talent agencies that are subject
7 to WGA’s group boycott.
46.

8

Upon information and belief, WGA has also adopted a policy of (i)

9 paying the damages of any lawyers or talent managers who act pursuant to WGA’s
10 purported delegation and are sued by talent agencies or clients for violating the
11 California Talent Agency Act (“TAA”), and (ii) reimbursing unlicensed lawyers and
12 managers who act pursuant to its delegation but are not paid by a writer (and who as
13 unlicensed entities otherwise could not recover from that writer). Upon information
14 and belief, these policies have caused, induced, and/or encouraged unlicensed lawyers
15 and managers to combine with WGA’s unlawful group boycott and violate the TAA.
16

CLAIM ONE

17

(Violation of Section 1 of The Sherman Antitrust Act – 15 U.S.C. § 1)

18

47.

UTA incorporates by reference and re-alleges all previous paragraphs as

19 if fully set forth herein.
48.

20

WGA’s group boycott and concerted refusal to deal with talent agents

21 who will not agree to the Code of Conduct is a per se violation of Section 1 of the
22 Sherman Act (15. U.S.C. § 1).
49.

23

WGA has entered into a contract, combination, or conspiracy to

24 unreasonably restrain trade and impose a group boycott on non-compliant talent
25 agencies, including with (1) its writer-members, some of whom are independent
26 contractors and employers, (2) producers and showrunners, (3) certain talent agencies,
27 and/or (4) unlicensed lawyers and managers.
28
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- 15 -

COMPLAINT FOR VIOLATION OF SECTION 1 OF THE
SHERMAN ACT

 Case 2:19-cv-05585 Document 1 Filed 06/27/19 Page 17 of 20 Page ID #:17

50.

1

WGA’s group boycott also qualifies as an unlawful restraint of trade

2 under the rule of reason. Under the rule of reason, the Court would weigh the
3 anticompetitive harm caused by WGA’s restrictions against any ostensible
4 procompetitive benefit of those same restrictions. This inquiry would include defining
5 the relevant economic market(s) in which WGA is restraining competition, assessing
6 WGA’s market power in these markets, and considering whether WGA could achieve
7 any ostensible procompetitive benefit of its agency packaging and agency-affiliate
8 content bans in a less restrictive manner.
51.

9

WGA has unreasonably restrained competition in the market for the

10 development of scripted television series and movies in the United States by abusing
11 and leveraging its power in the labor market for writers to eliminate the agencies as
12 providers of packaging, reducing output of new shows and harming artists who benefit
13 from packaging. Writers are essential components of packages, and talent agencies
14 are the primary providers of packaging. Similarly, WGA’s agency-affiliate content
15 ban (also enforced by WGA’s market power over writers) has unreasonably restrained
16 competition in the market for the development of scripted shows and movies in the
17 United States, and the market for the employment of writers and other artists in the
18 United States, by eliminating agency-affiliates as competitors with traditional studios.
52.

19

WGA’s unlawful boycott has also unreasonably restrained competition

20 in the market for writer representation services in the United States, excluding the
21 majority of talent agencies from the market and preventing writers from working with
22 agents of their choice. There are no substitutes for the representation services provided
23 in this market and there is no cross-elasticity of demand with managers or lawyers or
24 other potential representatives because, under California, New York, and a number of
25 other state laws, only licensed talent agents may independently procure employment
26 for writers in their negotiations with studios. WGA’s boycott has also conferred an
27 anticompetitive benefit on those who remain in the market, including talent agencies
28
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- 16 -

COMPLAINT FOR VIOLATION OF SECTION 1 OF THE
SHERMAN ACT

 Case 2:19-cv-05585 Document 1 Filed 06/27/19 Page 18 of 20 Page ID #:18

1 that have combined with the WGA and unlicensed lawyers and managers working
2 pursuant to the WGA’s purported delegation of authority.
53.

3

There is no pro-competitive justification for banning agency packaging

4 and agency-affiliate content production and distribution, much less a justification
5 outweighing the anticompetitive effects. Here, the only competitive effect of the
6 challenged restraints is to eliminate UTA and other agencies who refuse to sign the
7 Code of Conduct as competitors in the relevant markets. These restraints on their face
8 thus reduce—not enhance—competition. And even if there were some pro9 competitive justification for WGA’s boycott, WGA could achieve any such objective
10 through far less restrictive alternatives, such as tailored regulations addressing
11 conflicts of interest of the type in the AMBA or in ATA’s proposal.
54.

12

UTA has suffered and will continue to suffer irreparable antitrust injury

13 to its business and property as a direct and proximate result of WGA’s unlawful
14 conspiracy. WGA’s group boycott has caused UTA to lose work, clients,
15 commissions, and packaging fees that it would have earned absent WGA’s illegal
16 conduct. Damage to UTA as a result of WGA’s unlawful conduct is ongoing, and
17 UTA will prove the amount of damages it has suffered as a result of WGA’s antitrust
18 violation at trial. WGA’s boycott has also harmed artists and consumers by reducing
19 output of new shows.
55.

20

WGA’s group boycott is not exempt from the antitrust laws because (1)

21 WGA has combined with non-labor entities to enforce and sustain its boycott, and (2)
22 WGA’s boycott is not in furtherance of a legitimate union interest. WGA’s blanket
23 ban on packaging and agency content affiliates goes far beyond the labor market for
24 writer services and does not fall within WGA’s labor law authority, nor does it bear
25 any resemblance to traditional collective bargaining activities.
26
27
28
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- 17 -

COMPLAINT FOR VIOLATION OF SECTION 1 OF THE
SHERMAN ACT

 Case 2:19-cv-05585 Document 1 Filed 06/27/19 Page 19 of 20 Page ID #:19

1

PRAYER FOR RELIEF
WHEREFORE, UTA respectfully requests that the Court enter judgment

2

3 against WGA:
1.

4

Declaring that WGA’s bans on agency packaging and content affiliates,

5

and concerted refusal to deal and group boycott to enforce these bans, is an illegal

6

contract, combination, or conspiracy constituting an unreasonable restraint of trade

7

in violation of Section 1 of the Sherman Act, 15 U.S.C. § 1;

8

2.

Permanently enjoining the challenged conduct;

9

3.

Awarding UTA treble damages for the injury caused by WGA, in an

10

amount to be proven at trial;

11

4.

12

at trial;

13

5.

14

Awarding pre-and post-judgment interest at the maximum rate

allowable; and
6.

15
16

Awarding UTA its costs and attorney’s fees, in an amount to be proven

Ordering such other and further relief as the Court may deem just and

equitable.

17
18

Dated: June 27, 2019

Respectfully submitted,
IRELL & MANELLA LLP

19
20

MITCHELL SILBERBERG & KNUPP
LLP

21
22
23

By: /s/ Steven A. Marenberg
Steven A. Marenberg

24
25

Attorneys for Plaintiff
United Talent Agency, LLC

26
27
28
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- 18 -

COMPLAINT FOR VIOLATION OF SECTION 1 OF THE
SHERMAN ACT

 Case 2:19-cv-05585 Document 1 Filed 06/27/19 Page 20 of 20 Page ID #:20

1

DEMAND FOR JURY TRIAL
Pursuant to Federal Rule of Civil Procedure 38, Plaintiff UTA demands trial

2

3 by jury on all issues so triable.
4
5

Dated: June 27, 2019

Respectfully submitted,

6

IRELL & MANELLA LLP

7

MITCHELL SILBERBERG & KNUPP
LLP

8
9
10

By: /s/ Steven A. Marenberg
Steven A. Marenberg

11

Attorneys for Plaintiff
United Talent Agency, LLC

12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
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- 19 -

COMPLAINT FOR VIOLATION OF SECTION 1 OF THE
SHERMAN ACT

 Case 2:19-cv-05585 Document 1-1 Filed 06/27/19 Page 1 of 39 Page ID #:21

Exhibit A

Exhibit A
Page 20

 Case 2:19-cv-05585 Document 1-1 Filed 06/27/19 Page 2 of 39 Page ID #:22

WRITERS GUILD OF AMERICA

ARTISTS’ MANAGER
BASIC AGREEMENT
OF 1976

WRITERS GUILD OF AMERICA, WEST
7000 WEST THIRD STREET
LOS ANGELES, CALIFORNIA 90048

WRITERS GUILD OF AMERICA, EAST
555 WEST 57TH STREET
NEW YORK, NEW YORK 10019

Exhibit A
Page 21

 Case Document 1-1 Filed 06/27/19 Page 3 of 39 Page ID #:23

Exhibit A
Page 22

Case 2:19-cv-05585 Document 1-1 Filed 06/27/19 Page 4 of 39 Page ID #:24

THIS AGREEMENT (herein called “basic agreement”) entered into between WRITERS GUILD OF AMERICA, EAST,
INC. and WRITERS GUILD OF AMERICA, WEST, INC. on the one hand, and ARTISTS’ MANAGERS GUILD,* on the
other (each of which is sometimes herein referred to as a “principal party”),
WITNESSETH:
:+(5($6 :ULWHUV *XLOG RI $PHULFD  (DVW  ,QF   :*$(  LV D QRQ SUR¿W 1HZ <RUN FRUSRUDWLRQ DQG :ULWHUV *XLOG RI 
$PHULFD   :HVW   ,QF    :*$:   LV  D  QRQ SUR¿W  &DOLIRUQLD  FRUSRUDWLRQ   :*$(  DQG  :*$:  DUH  ODERU  RUJDQL]DWLRQV  ZKRVH 
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within the jurisdiction of WGAE and WGAW and in selling, leasing, licensing, assigning or otherwise disposing of literary
PDWHULDOV RU DQ\ ULJKWV WKHUHLQ  KHUHLQ DQG LQ 5LGHU : FDOOHG VDOH RI OLWHUDU\ PDWHULDO  LQ WKH ¿HOGV RI UDGLR  WHOHYLVLRQ RU PRWLRQ 
SLFWXUHV  :*$( DQG :*$: E\ DJUHHPHQW DFW DV RQH RUJDQL]DWLRQ DQG WKHUHIRUH XQOHVV RWKHUZLVH LQGLFDWHG LQ WKLV DJUHHPHQW 
DQG LQ WKH IRUP PDUNHG      5LGHU :  DWWDFKHG KHUHWR DQG PDGH D SDUW KHUHRI DQG KHUHLQDIWHU UHIHUUHG WR DV 5LGHU :  PD\ EH 
UHIHUUHG WR FROOHFWLYHO\ DV :ULWHUV *XLOG RI $PHULFD RU :*$ 
:+(5($6 $UWLVWV¶ 0DQDJHUV *XLOG  $0*  LV D QRQ SUR¿W &DOLIRUQLD FRUSRUDWLRQ ZKRVH PHPEHUVKLS FRQVLVWV RI SHUVRQV 
acting as Artists’ Managers, Agents or Representatives (herein referred to as “Artists’ Managers”) for various persons, including
EXW QRW EHLQJ OLPLWHG WR ZULWHUV UHQGHULQJ VHUYLFHV LQ WKH ¿HOGV RI UDGLR  WHOHYLVLRQ RU PRWLRQ SLFWXUHV ZLWKLQ WKH MXULVGLFWLRQ RI 
:*$  DQG VHOOLQJ OLWHUDU\ PDWHULDOV LQ WKH ¿HOGV RI UDGLR  WHOHYLVLRQ RU PRWLRQ SLFWXUHV 
WHEREAS the principal parties desire that a Code of Fair Practice be promulgated to introduce more uniform procedures
into the relationship between WGA members and Artists’ Managers who may elect to subscribe to such Code, to foster
FRQVWUXFWLYH  SUDFWLFHV  LQ  VXFK  UHODWLRQVKLSV   DQG  WR  PLQLPL]H  RU  HOLPLQDWH  DQ\  SUDFWLFHV  QRZ  PXWXDOO\  GHHPHG  XQGHVLUDEOH 
LQ VXFK UHODWLRQVKLSV  7KH SDUWLHV KDYH DGRSWHG WKH SURYLVLRQV RI WKLV EDVLF DJUHHPHQW DQG 5LGHU :  UHIHUUHG WR LQ WKH ¿UVW 
paragraph of this agreement) as the means of achieving that end.
NOW, THEREFORE, the following shall be the agreement between AMG on the one hand and WGA on the other, and
shall also be an agreement with such Artists’ Managers as may subscribe hereto and by such subscription assume the obligations
hereof:
1. DURATION AND TERMINATION.
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provided, however, that any of the three principal parties shall have the right at any time to propose changes, amendments
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thoroughly discussed and before they become effective must be agreed to by all three principal parties. Any changes,
PRGL¿FDWLRQV DQG DPHQGPHQWV DJUHHG WR E\ WKH SULQFLSDO SDUWLHV ZLOO ELQG RQO\ VXEVFULELQJ $UWLVWV¶ 0DQDJHUV ZKR DJUHH 
WKHUHWR  7HUPLQDWLRQ VKDOO EH E\ ZULWWHQ QRWLFH DQG VKDOO QRW EH HIIHFWLYH XQWLO WKH H[SLUDWLRQ RI RQH     \HDU IURP WKH GDWH 
RI VHUYLFH RI VXFK ZULWWHQ QRWLFH RI HOHFWLRQ WR WHUPLQDWH  ZKLFK QRWLFH PD\ QRW EH VHUYHG SULRU WR 6HSWHPEHU           
Proposals for a New Basic Agreement shall accompany notice of termination.
(b) If any of the three principal parties hereto elects to terminate this agreement as in subparagraph (a) above provided,
any such termination shall be effective only as to the principal party so electing and this agreement shall remain in full
force and effect with respect to the other principal parties hereto.
(c) Any material breach of this agreement by either WGAE or WGAW shall be imputed to the other. If either WGAE or
WGAW materially breaches this agreement and as a result thereof AMG elects to terminate same (assuming it has a legal
right to do so) such termination shall be effective as against both WGAE and WGAW. Either WGAW or WGAE or both
may terminate this agreement for material breach by AMG.
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by the standing committee shall be given due consideration by the principal parties hereto and every reasonable effort made
to comply therewith but such recommendations shall have no binding force or effect on any of the principal parties to this
agreement. AMG shall appoint six and WGAW and WGAE shall each appoint three representatives to the Committee.
The members appointed to the standing committee shall be equally divided between the East and the West. Meetings
of the standing committee shall be held at a time and place mutually convenient to the standing committee members. One
member representing each of the principal parties shall constitute a quorum at a meeting of the full standing committee.
The members of the standing committee residing in the East shall constitute the Eastern subcommittee. The members
of the standing committee residing in the West shall constitute the Western subcommittee. The subcommittees shall meet

&DOLIRUQLD /DERU &RGH 6HF         HW VHT ZHUH DPHQGHG HIIHFWLYH -DQXDU\      WR FKDQJH WKH WHUPLQRORJ\ ³DUWLVWV PDQDJHUV´ WR ³WDOHQW DJHQFLHV´  $UWLVWV 0DQDJHUV *XLOG KDV 
changed its name to Association of Talent Agents. Wherever “artists manager(s)” appears in this agreement including its exhibits and Rider W, it shall be deemed to mean and
include “talent agent(s)” or “talent agency(s)”.

1

Exhibit A
Page 23

 Case 2:19-cv-05585 Document 1-1 Filed 06/27/19 Page 5 of 39 Page ID #:25
in their respective areas at a time and place mutually convenient to the subcommittee members. One member representing
AMG and one member representing WGAW shall constitute a quorum at a meeting of the Western subcommittee. One
member representing AMG and one member representing WGAE shall constitute a quorum at a meeting of the Eastern
subcommittee.
2. INDIVIDUAL CONTRACTS – RIDER W.
7KLV DJUHHPHQW LV HQWHUHG LQWR IRU WKH EHQH¿W RI PHPEHUV RI :*$ ERWK SUHVHQW DQG IXWXUH  DQG IRU WKH EHQH¿W RI DOO $UWLVWV¶ 
Managers who subscribe to this agreement, including but not being limited to members of AMG, both present and future, who
subscribe to this agreement. Each subscribing Artists’ Manager agrees that in dealing with WGA members Rider W shall be
deemed to be a part of any Artists’ Manager contract between the subscribing Artists’ Manager and a WGA member covering
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OLWHUDU\ PDWHULDOV LQ WKH ¿HOGV RI UDGLR  WHOHYLVLRQ RU PRWLRQ SLFWXUHV  ZKHWKHU 5LGHU : LV SK\VLFDOO\ DI¿[HG WR VDLG FRQWUDFW DQG 
whether such contract be in existence on the date the Artists’ Manager executes this agreement or thereafter. Where Rider W
LV QRW SK\VLFDOO\ DI¿[HG WR VXFK $UWLVWV¶ 0DQDJHU FRQWUDFW  VXFK FRQWUDFW PD\ FRQWDLQ DSSURSULDWH UHIHUHQFH WR WKH DSSOLFDEOH 
form of Paragraph 4 of Rider W and any names of persons inserted in connection with such reference shall have the same force
and effect as if inserted in Paragraph 4 of Rider W or Artists’ Manager may otherwise notify writer of the names inserted. The
provisions of Rider W shall not be retroactive, but shall become effective as of the date the Artists’ Manager subscribes to this
DJUHHPHQW RU WR WKH SULRU OHWWHU DJUHHPHQW GDWHG 2FWREHU          DV RI 6HSWHPEHU           $V WR FRQWUDFWV LQ H[LVWHQFH RQ WKH 
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other provisions thereof, shall commence on such subscription date, provided, however:
(a) With respect to any Artists’ Manager contract between a Writer and an Artists’ Manager executed prior to the effective
date of this agreement, the Writer may serve a written request on the Artists’ Manager requesting that the names of persons
be inserted in Paragraph 4 of Rider W and, upon receipt of such request, the Artists’ Manager will insert therein the names
selected by Writer. Any failure on the part of the Artists’ Manager to insert said names without prior written request from
the Writer shall not be deemed to be a breach of such Artists’ Manager contract or Rider W and, until such request is
made and such names are so inserted, the provisions of said Paragraph 4 shall not be effective for any purpose as to priorexecuted representation agreements.
 E   7KH PRGL¿FDWLRQ RI WKH OHQJWK RI WKH WHUP RI $UWLVWV¶ 0DQDJHU FRQWUDFWV DV VHW IRUWK LQ 3DUDJUDSK   RI 5LGHU : VKDOO QRW 
apply to contracts existing on Artists’ Manager’s subscription date, provided that the remaining term of existing contracts
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W shall be deemed to commence on the subscription date.
(c) Any act or omission of an Artists’ Manager prior to the date of subscription to this agreement shall be deemed a breach
of an Artists’ Manager contract only if it would have been a breach of such contract as it existed, that is, without Rider W, at
WKH WLPH RI VXFK DFW RU RPLVVLRQ  ,Q RWKHU ZRUGV  WKH PRGL¿FDWLRQ RI DQ $UWLVWV¶ 0DQDJHU FRQWUDFW E\ WKH SURYLVLRQV RI 5LGHU 
W is not retroactive as to acts or omissions before the date of subscription to this agreement by an Artists’ Manager.
(d) With respect to Commissions on residual compensation, the right to such commissions on all employment contracts
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by Paragraph 3 (d) of Rider W.
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continue to govern the rights, including commissions, and duties of writers and Artists’ Managers with respect to deals
QHJRWLDWHG IRU ZULWHUV SULRU WR WKH HIIHFWLYH GDWH RI WKH      %DVLF $JUHHPHQW 
3. ARBITRATION.
(a) In the event of any controversy between any of the parties hereto, including subscribing Artists’ Managers, concerning
performance or construction of this agreement, such controversy shall be set forth in writing delivered to the other party or
parties to such controversy by the person initiating such proceeding.
(b) An arbitration tribunal shall determine all controversies submitted. If WGA contends that a subscribing Artists’
Manager has committed a material breach of this agreement and the arbitration tribunal determines such contention to be
a fact, the arbitration tribunal shall have power to determine the appropriate penalty for such breach up to and including
removal from the list of subscribing Artists’ Managers, provided, however, that any casual or inadvertent breach by an
Artists’ Manager shall not be deemed a breach of this agreement and, in no event, may an Artists’ Manager be removed
from the list of subscribing Artists’ Managers unless the arbitration tribunal shall determine that the breach is such that
LW VKRXOG GLVTXDOLI\ WKH $UWLVWV¶ 0DQDJHU DV EHLQJ ¿W WR HQJDJH LQ WKH EXVLQHVV RI DQ $UWLVWV¶ 0DQDJHU  1R EUHDFK RI WKLV 
2

Exhibit A
Page 24

 Case 2:19-cv-05585 Document 1-1 Filed 06/27/19 Page 6 of 39 Page ID #:26
DJUHHPHQW E\ DQ $UWLVWV¶ 0DQDJHU VKDOO EH FRQVLGHUHG PDWHULDO XQOHVV ZLWKLQ WHQ      GD\V DIWHU :*$ DFTXLUHV NQRZOHGJH 
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AMG and WGA shall each be entitled to participate in any arbitration proceeding involving a subscribing member of
AMG. If any subscribing Artists’ Manager is removed from the list of subscribing Artists’ Managers, such action (as
distinguished from the grounds for such action) shall not of itself be cause for termination of any contracts between such
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or impede any arbitration or other proceeding between a Writer and such subscribing Artists’ Manager relating to the same
or other subject matter.
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shall have any recourse to the courts save and except for the sole purpose of:
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parties may have recourse to the courts notwithstanding the provisions of this subparagraph.
4. NO INTERFERENCE WITH ACTIVITIES UNDER THIS AGREEMENT.
(a) It is agreed that (except in conformity with an arbitration award or court decision pursuant to Paragraph 3 hereof)
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which will, directly or indirectly, affect this contract, Rider W, or any relationship of subscribing Artists’ Managers with
WGA’s members, or which may or will tend to otherwise affect any rights of WGA, AMG or any then subscribing Artists’
Manager to contract or otherwise deal freely with one another in connection with the rendition of writers’ services within
the jurisdiction of WGA or the representation of literary materials, or which will in any way subject subscribing Artists’
Managers to any discrimination whatever in dealing with WGA’s members prior to the effective date of termination of
this agreement as herein provided. None of the three principal parties hereto (WGAE, WGAW and AMG) will evade,
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nor will any of the four principal parties hereto permit such evasion, circumvention or violation through channels of any
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Each party to any litigation or arbitration shall bear its own costs, expenses and legal fees. In the case of an arbitration,
the cost of the third arbitrator referred to in the Rules Governing Arbitration and the cost of arbitration facilities shall be
divided equally among the parties to the arbitration.
(b) Nothing herein shall impose any obligation on WGAW, WGAE or AMG to refrain from notifying its respective
members of the subject of disagreement, if any, during the course of negotiation or of the delivery of any termination notice
and its effective date. Nothing herein contained shall prevent any principal party from communicating to its members and/
or clients its views as to construction of this agreement, or differences of opinion among the principal parties respecting
this agreement, or of preparations for negotiations for subsequent agreements, or of any other matters relating to the
concern and interests of such members and clients. However, no party shall by means of such communication, request or
suggest a course of action for or induce its members to act in any way that would constitute a breach of this agreement or
of the individual agreements between Artists’ Managers and writers.
(c) During the term of this agreement WGAW agrees not to enter into any contract, agreement or arrangement (hereinafter
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members and Artists’ Managers functioning as such, which Artists’ Managers subscribing hereto do not have or which
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with respect to any agreement in existence prior to the subscription date of this agreement by the principal parties between
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WGAW and any Artists’ Manager which shall have an agreement with WGAW as of said subscription date unless and
until such Artists’ Manager shall subscribe hereto, whereupon this Paragraph 4(c) shall apply with respect to any more
favorable agreement thereafter entered into between WGAW and any such Artists’ Manager. This Paragraph 4(c) shall
apply to WGAE upon its subscription to this agreement provided, however, that this Paragraph 4(c) shall not bind WGAE
3

Exhibit A
Page 25

 Case 2:19-cv-05585 Document 1-1 Filed 06/27/19 Page 7 of 39 Page ID #:27
as to more favorable agreements entered into by WGAW nor bind WGAW as to more favorable agreements entered
into by WGAE unless both WGAW and WGAE shall enter into the same or identical more favorable agreements. Any
agreement between Writers Guild of America, East, Inc. (WGAE) and Incorporated Society of Authors’ Representatives
(SAR) entered into during the term hereof shall not be deemed a more favorable agreement hereunder.
5. AGREEMENT VOLUNTARY.
Nothing herein contained shall require WGA to compel its members to be represented by subscribing Artists’ Managers
nor shall anything herein contained require any of AMG’s members to become subscribing Artists’ Managers or bind them to
this agreement unless individual AMG members subscribe hereto.
6. SCOPE OF AGREEMENT.
This Agreement and Rider W shall be applicable to and shall govern the relationship between the Artists’ Manager and
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relationship between an Artists’ Manager and Writer in other areas), as is herein provided. As used herein, the term “Writer”
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such writer may be resident) or who is a resident of the United States of America (regardless of whether such writer is an
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residents of the U.S.A., this agreement and Rider W shall apply to any employment for services rendered or to be rendered in
the U.S.A. and to the sale of literary materials entered into in the U.S.A. where such services or sale would be within the scope
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(a) Services. The Basic Agreement and Rider W shall govern and be binding upon subscribing Artists’ Managers and
Writer-Clients of an Artists’ Manager who are members of the WGA with respect to the representation of such Writer’s
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disapproved of either the scope or any of the terms of WGA’s collective bargaining agreements.
Neither the Basic Agreement nor Rider W shall relate to the representation of a Writer’s services except as provided
above. When a WGA member performs multiple services which include services other than writer services (whether or not
any other guild or union has jurisdiction over the non-writing services), the provisions of this agreement and Rider W shall
apply only to the writing services and shall not apply to non-writing services.
(b) Materials.
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)   $ :*$ $JHQF\ 1HJRWLDWRU VKDOO EH GHVLJQDWHG E\ WKH SDUWLHV DV SURYLGHG LQ ([KLELW 1  7KH 1HJRWLDWRU·V IXQF 
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+   :KHUH $UWLVWV· 0DQDJHU UHSUHVHQWV D SDFNDJH RU SDFNDJHU  $UWLVWV· 0DQDJHU VKDOO QRW EH HQWLWOHG WR DQ\ FRPPLV 
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VHQWHG E\ WKH $UWLVWV· 0DQDJHU  ZKHWKHU VDLG VFULSW LV SURGXFHG RU QRW 
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7. SEPARABILITY.
In the event that a court or governmental agency or body, with jurisdiction so to do, formally rules or declares that any part of
this agreement or Rider W violates any law of the jurisdiction in which said court, governmental agency or body is located, any
portion of this agreement or Rider W which violates said law shall be invalid, but this agreement and each Artists’ Manager contract
made or performable in said jurisdiction will continue to be enforceable between the Artists’ Manager and the Writer concerning all
provisions therein contained except only those set forth in this agreement and said Rider W which violate any such law.
8. ARTISTS’ MANAGER’S FIDUCIARY OBLIGATIONS TO WRITERS –– EXAMPLES.
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se of the Basic Agreement or of Rider W nor shall anything herein prevent any principal party, Writer or Artists’ Manager
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thereof. In the event there shall be a dispute with respect to any of the provisions of this paragraph, the arbitration provisions of
Paragraph 3 hereof and Paragraph 2 of Rider W shall be applicable thereto.
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agreement or contract of sale of literary materials within the scope of Rider W if such employment agreement or contract
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to the Artists’ Manager, unless the Writer-Client, after having been informed by the Artists’ Manager of such violation,
nevertheless expressly requests the Artists’ Manager to so negotiate or approve.
6

Exhibit A
Page 28

 Case 2:19-cv-05585 Document 1-1 Filed 06/27/19 Page 10 of 39 Page ID #:30
(b) The Artists’ Manager shall not require a Writer-Client to execute a release form with respect to any literary material
owned by the Writer-Client submitted by such Writer-Client to the Artists’ Manager, if such literary material is within the
scope of Rider W. Nothing herein shall be deemed to prevent an Artists’ Manager from submitting to the Writer-Client
release forms required by any third party.
(c) The Artists’ Manager shall not communicate to others information relating to the affairs of the Writer-Client which
the Writer-Client has requested the Artists’ Manager not to communicate to others. However, the foregoing shall not
prohibit the Artists’ Manager from divulging any information in the course of the Artists’ Manager’s testimony in court or
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(d) Upon request by a prospective Writer-Client made during active negotiations between the Artists’ Manager and such
Writer-Client for a representation agreement, the Artists’ Manager will disclose to said prospective Writer-Client the
names of other writers represented by the Artists’ Manager that the Artists’ Manager reasonably and in good faith deems
competitive to the prospective Writer-Client. However, such disclosures need not be in writing.
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Client and shall not act against his Writer-Client’s interest. He shall consult with said Writer-Client at reasonable times
and intervals during normal business hours and shall advance and protect the interest of said Writer-Client in the radio,
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made on his behalf.
(f) At the written request of the Writer-Client, the Artists’ Manager shall give the Writer-Client, in writing, information
stating what efforts the Artists’ Manager has made on behalf of the Writer-Client within a reasonable time preceding
such request, and the Artists’ Manager shall inform the Writer-Client of the status of all negotiations made on behalf of
the Writer-Client during such period and reasonable details as to the terms of the deals being negotiated, if any. Such
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approximate date of each such conversation.
(g) The Artists’ Manager shall deliver to the Writer-Client or WGA at the Writer-Client’s request, an extra copy of any
employment contract of the Writer-Client supplied to the Artists’ Manager by signatories to WGA’s collective bargaining
agreements.
(h) The Artists’ Manager shall notify the Writer-Client promptly of all communications for the Writer-Client received by
Artists’ Manager, and with respect to credit notices shall notify the Writer-Client not later than the next following business
day after receipt thereof by the Artists’ Manager.
9. ADMINISTRATION OF RESIDUAL COMMISSIONS.
Upon written request of Artists’ Manager, WGA will advise Artists’ Manager of receipt of above-scale residual
compensation monies received by Writer pursuant to employment contracts or contracts for the sale of literary material entered
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collection procedures against writers.
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particular episode or episodes and series as to which the Writer is entitled to over-scale payments which he desires sent to the
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be deemed to constitute a breach hereunder by WGA.
10. DELIVERY OF CONTRACTS TO WGA.
Where the Artists’ Manager enters into a written Artists’ Manager’s contract with a Writer-Client within the scope of
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:*$ IURP GLYXOJLQJ DQ\ LQIRUPDWLRQ LQ WKH FRXUVH RI WHVWLPRQ\ LQ FRXUW RU DUELWUDWLRQ RU EHIRUH D JRYHUQPHQW ERG\ RU RI¿FLDO 
RU DFFUHGLWHG UHSUHVHQWDWLYH RI D JRYHUQPHQW ERG\ RU RI¿FLDO 
11. SIGNATORIES.
The terms and conditions of this agreement shall be applicable as to WGAW, WGAE and AMG upon the date of its
execution by WGAW and AMG.
This agreement shall be effective as to each subscribing Artists’ Manager on the date the Artists’ Manager subscribes
hereto.
7

Exhibit A
Page 29

 Case 2:19-cv-05585 Document 1-1 Filed 06/27/19 Page 11 of 39 Page ID #:31
$W DQ\ WLPH DIWHU 6HSW            DQ\ VXEVFULELQJ $UWLVWV¶ 0DQDJHU PD\ ZLWKGUDZ IURP WKLV DJUHHPHQW XSRQ RQH     \HDU¶V 
ZULWWHQ QRWLFH WKHUHDIWHU JLYHQ WR :*$ DQG $0*  SURYLGHG  KRZHYHU  WKDW VXFK ZLWKGUDZDO VKDOO QRW DIIHFW HLWKHU WKH ULJKWV RI 
WGA members or the rights of said subscribing Artists’ Manager with respect to any Artists’ Manager contracts in existence on
the effective date of such termination.
12. SECTION HEADINGS.
The headings of paragraph sections and other sub-divisions of this agreement are for convenient reference only. They shall
not in any way govern, limit, modify, construe or otherwise have any legal effect.
,1 :,71(66 :+(5(2)  WKH SDUWLHV KHUHWR KDYH H[HFXWHG WKLV DJUHHPHQW WKLV    GD\ RI 2FWREHU        DV RI 6HSWHPEHU 
         
WRITERS GUILD OF AMERICA, WEST, INC.
 RQ EHKDOI RI LWVHOI DQG LWV DI¿OLDWH  
WRITERS GUILD OF AMERICA, EAST, INC.
By s/ Leonard Chassman
Leonard Chassman
ARTISTS’ MANAGERS GUILD
By s/ Marvin Faris
Marvin Faris
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the duties and privileges therein set forth.
ARTISTS’ MANAGER

By
Date of execution

8

Exhibit A
Page 30

 Case 2:19-cv-05585 Document 1-1 Filed 06/27/19 Page 12 of 39 Page ID #:32
EXHIBIT N
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by the Guild (care of WGA) as custodian for such Fund, who shall deposit said fees. The payments to the Negotiator from
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$GGLWLRQDOO\  DQG DV PD\ EH UHTXLUHG  $0* VKDOO SD\ WR DQG GHSRVLW LQ VDLG )XQG VXPV VXI¿FLHQW WR PDLQWDLQ DW DOO WLPHV D 
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and governed by the following:
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ZLOO EH XVHG  WKH SDUWLHV DFNQRZOHGJH WKDW WKH VSLULW RI WKLV DJUHHPHQW UHTXLUHV WKDW HQRXJK PRQH\ EH FRQWULEXWHG DQQXDOO\ 
by the subscribing Artist’s Managers to fund the Negotiator’s function.
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amount into said Fund it being understood that the parties (including representatives of WGA and of each signatory
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each year of the term of the Basic Agreement to which this Exhibit N is attached) to review the monetary requirements
of the Fund for the ensuing year. Such review may include a decrease or increase of annual Negotiator fees from each
Artist’s Manager, and AMG’s obligation to the Fund, if any is agreed to. During said review the parties shall be entitled
to review the functions of the Negotiator as well as his performance. For purposes of determining revisions in the amount
of annual Negotiator’s fees and the function, performance, selection, appointment and/or substitution of a Negotiator or
$OWHUQDWH 1HJRWLDWRU  WKH SDUWLHV WR WKLV $JUHHPHQW VKDOO KDYH WKH IROORZLQJ YRWHV  ,&0 ± RQH YRWH  :0$ ± RQH YRWH  DOO 
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a reduction of the subscribing Artist’s Manager’s individual contribution to the Fund or the replacement or removal of a
Negotiator, all agents as a unit shall have one vote. In the event of an impasse the parties agree to be bound by all of the
provisions relating to the Negotiator fees, performance, function and identity as existed during the immediately preceding
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of this Agreement that the phrase “immediately preceding year” shall be deemed to mean that current year.
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Negotiators shall be required to execute agreements in which they agree to serve as Negotiator pursuant to this Exhibit N.
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automatically be renewed from year to year for annual periods unless the parties agree to a substitution or elimination of either
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3. The Writer shall have the right to consult with the Negotiator and to have the Negotiator advise him, and, if requested, to
negotiate on his behalf:
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At the request of the Writer in either of said situations, the Negotiator shall consult with the Writer and, if requested to do so,
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to his employment or sale of such materials. The Negotiator shall serve the interests only of the Writer without charge to the
Writer, it being understood that the Negotiator shall be compensated only from the Negotiator’s Fund.
4. The Negotiator’s fees shall be computed upon an hourly basis, his rates to be negotiated in advance by the Guild and
AMG. Statements for services rendered by the Negotiator shall be submitted to the WGA. Such statements shall state in detail
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9

Exhibit A
Page 31

 Case 2:19-cv-05585 Document 1-1 Filed 06/27/19 Page 13 of 39 Page ID #:33
particular matter. Copies of Negotiator’s billings shall be sent to AMG, and to the agency involved. Negotiator shall be paid
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billing. In the event of a protest, the Negotiator’s billing shall be investigated and based upon the facts a decision shall be made
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render services to a Writer entitled hereto, he shall promptly inform the Writer and the Alternate Negotiator, and the Alternate
Negotiator shall render the services provided hereunder. Billing by and payment to the Alternate Negotiator shall be as provided
for above in paragraph 4. for the Negotiator.
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such Writer with a letter in the following form. Artist’s Manager agrees that as a matter of procedure Artist’s Manager will
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agreement.
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Artist’s Manager
I do not desire the services of the Agency Negotiator.

(date)
The name and address of the Negotiator is available at WGA.”
A true and correct copy of said letter signed by the Writer shall be promptly furnished to the WGA.
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series, and a Writer-client of the Artist’s Manager is employed to write material or to sell or license material (whether a pilot,
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consult with him and if requested to negotiate for him. Accordingly, the agency representation agreement which the Writer
enters into with the agency pursuant to which the agency represents his services and/or materials as a Writer shall contain a
Rider attached thereto containing the following language:
³<RX DUH HQWLWOHG WR FDOO XSRQ DQG XVH WKH VHUYLFHV RI WKH :*$ $JHQF\ 1HJRWLDWRU LQ FRQQHFWLRQ ZLWK DQ\ RU DOO SURSRVHG 
DJUHHPHQWV ZKHUH ZH UHSUHVHQW WKH RZQHUV RI D SDFNDJH SURJUDP DQG \RX DUH RIIHUHG HPSOR\PHQW  RU DQ RIIHU LV PDGH 
WR SXUFKDVH RU OLFHQVH \RXU OLWHUDU\ PDWHULDO  LQ FRQQHFWLRQ ZLWK VDLG SDFNDJH SURJUDP  7KH 1HJRWLDWRU PD\ EH FDOOHG LQ 
to assist and advise you and, if requested by you, to negotiate said employment agreement and/or material agreement on
\RXU EHKDOI DW QR FRVW WR \RX  +RZHYHU  \RX PD\ JLYH XV LQ DGYDQFH D EODQNHW DXWKRUL]DWLRQ WR QHJRWLDWH DJUHHPHQWV ZLWK 
VXFK SDFNDJH SURJUDPV RQ \RXU EHKDOI ZLWKRXW WKH SDUWLFLSDWLRQ RI WKH 1HJRWLDWRU E\ FKHFNLQJ WKH ER[ EHORZ DQG DI¿[LQJ 
\RXU VLJQDWXUH LQ WKH VSDFH SURYLGHG  6DLG EODQNHW DXWKRUL]DWLRQ PD\ EH UHVFLQGHG E\ \RX ZLWK UHVSHFW WR DQ\ SDUWLFXODU 
negotiation by your simply contacting the Negotiator at the time.
Artist’s Manager
I do not desire the services of the Negotiator in the circumstances referred to above.
Client’s signature
The name and address of the Negotiator is available at WGA.”
10

Exhibit A
Page 32

 Case 2:19-cv-05585 Document 1-1 Filed 06/27/19 Page 14 of 39 Page ID #:34
    7KH 1HJRWLDWRU DJUHHV WR SURPSWO\ LQIRUP WKH $UWLVW¶V 0DQDJHU DQG WKH *XLOG RI DOO QHJRWLDWLRQV  FRQVXOWDWLRQV DQG RWKHU 
VSHFL¿F VLWXDWLRQV LQ ZKLFK KH KDV EHHQ FDOOHG LQ E\ D :ULWHU LQ DFFRUGDQFH ZLWK WKH SURYLVLRQV RI WKLV ([KLELW 1 
    1RWKLQJ  LQ  WKLV  $JUHHPHQW  VKDOO  LQ  DQ\  ZD\  SUHYHQW  DQ\  $UWLVW¶V  0DQDJHU  IURP  UHSUHVHQWLQJ  WKH  RZQHUV  RI  SDFNDJH 
SURJUDPV   VSHFLDOV  RU  HSLVRGLF 79  VHULHV  RU  DQ\  RWKHU  SURJUDP   +RZHYHU  $UWLVW¶V  0DQDJHU  VKDOO  ¿UVW  SD\  WKH  1HJRWLDWRU¶V 
fee before representing a Writer represented by the Artist’s Manager for his employment or the sale of his materials under the
FLUFXPVWDQFHV FRYHUHG E\ SDUDJUDSK    F  RI WKH $0* :*$ %DVLF $JUHHPHQW  6XEMHFW WR WKH LPPHGLDWHO\ SUHFHGLQJ VHQWHQFH 
DQ\ $UWLVW¶V 0DQDJHU VLJQDWRU\ WR WKH      %DVLF $JUHHPHQW PD\ SD\ WR WKH )XQG KLV ¿UVW 1HJRWLDWRU¶V IHH DW DQ\ WLPH GXULQJ 
WKH WHUP RI VDLG $JUHHPHQW DQG KLV FRQWLQXHG UHSUHVHQWDWLRQ RI 79 SDFNDJHV WKHUHDIWHU VKDOO EH VXEMHFW WR WKH SD\PHQW RI DQQXDO 
Negotiator’s fees on the anniversary date.

11

Exhibit A
Page 33

 Case Document 1-1 Filed 06/27/19 Page 15 of 39 Page ID #:35

Exhibit A
12 Page 34

Case 2:19-cv-05585 Document 1-1 Filed 06/27/19 Page 16 of 39 Page ID #:36
EXHIBIT Z
Writers Guild of America, West, Inc.
Writers Guild of America, East, Inc.
     :HVW 7KLUG 6WUHHW
/RV $QJHOHV  &$      
Gentlemen:
5HIHUHQFH LV PDGH WR WKH :ULWHUV *XLOG RI $PHULFD ± $UWLVWV¶ 0DQDJHU %DVLF $JUHHPHQW RI       WR ZKLFK WKLV OHWWHU LV 
([KLELW =  DQG WR 3DUDJUDSK   RI      5LGHU : ZKLFK LV DWWDFKHG WR VDLG %DVLF $JUHHPHQW DQG LV WR EH DWWDFKHG WR DOO FRQWUDFWV 
between Writers and Artists’ Managers.
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³    0,6&(//$1(286  D   7KH DWWDFKHG FRQWUDFW PD\ EH WHUPLQDWHG E\ :ULWHU RWKHU WKDQ E\ UHDVRQ RI H[SLUDWLRQ RI 
such contract for any of the following causes:
* * * * *
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ZULWHU ZLWK D SURGXFHU RU RWKHU SHUVRQ DV WR ZKRP :*$ LV RQ VWULNH 
“(v) If Artists’ Manager represents a Writer who has been denied membership in WGA or whose membership in WGA
KDV EHHQ UHYRNHG E\ UHDVRQ RI DFWV SUHMXGLFLDO WR :*$¶V ZHOIDUH 
* * * * *
³68%3$5$*5$3+6  LY  $1'  Y  $%29(  25 68&+ 9(56,21 7+(5(2) $6 ,6 $33529(' 38568$17 72 
(;+,%,7 =  6+$// %(&20( ())(&7,9( 21/< 8321 7+( 58/,1* 2) $ 1(875$/ $5%,75$725 38568$17 
TO EXHIBIT Z OF THE BASIC AGREEMENT.”
We have agreed to submit to a neutral arbitrator the question of whether the above provisions may be validly enforced
consistent with all relevant statutes and law, both Federal and State. We have further agreed that in the event that said provisions
as presently drafted may not be validly enforced, the said arbitrator, as draftsman for the parties, may draft substitute provisions
(subject, however, to the restrictions and limitations hereinafter set forth) which he believes may be validly enforced, and, if
and to the extent that he does so, said substitute provisions shall be binding upon each of us and shall become part of Rider W.
However, if said arbitrator rules that said subparagraphs (iv) and (v) may be validly enforced as set forth herein, the same shall
be binding upon all of us as hereinabove set forth.
,Q PDNLQJ KLV GHWHUPLQDWLRQ RI WKH YDOLGLW\ RI VDLG VXESDUDJUDSKV  WKH DUELWUDWRU VKDOO EH VXEMHFW WR WKH IROORZLQJ DVVXPSWLRQV 
and conditions:
    7KH DUELWUDWRU VKDOO DVVXPH WKDW WKH *XLOG VKDOO EH REOLJDWHG WR DQG VKDOO QRWLI\ LQ ZULWLQJ WKH $UWLVWV¶ 0DQDJHU UHIHUUHG WR 
LQ HDFK RI VDLG VXESDUDJUDSKV RI WKH H[LVWHQFH RI DQ\ VWULNH DQG RI WKH LGHQWLW\ RI DQ\ ³SURGXFHU RU RWKHU SHUVRQ DV WR ZKRP 
:*$ LV RQ VWULNH ´ RU RI WKH LGHQWLW\ RI DQ\ ³ZULWHU ZKR KDV EHHQ GHQLHG PHPEHUVKLS LQ WKH *XLOG RU ZKRVH PHPEHUVKLS KDV 
EHHQ UHYRNHG E\ UHDVRQ RI IDFWV SUHMXGLFLDO WR WKH *XLOG¶V ZHOIDUH ´ DQG WKDW VDLG $UWLVWV¶ 0DQDJHU VKDOO EH HQWLWOHG WR UHO\ DQG 
shall rely on such facts supplied by the Guild.
    7KH DUELWUDWRU VKDOO DVVXPH WKDW VDLG VXESDUDJUDSKV DUH DQG HDFK RI WKHP LV TXDOL¿HG E\ WKH ODQJXDJH RI 3DUDJUDSKV    E  
DQG    F  RI 5LGHU : DV IROORZV 
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¿QDO XSRQ WKH H[SLUDWLRQ RI WHQ      GD\V  H[FOXGLQJ 6DWXUGD\  6XQGD\ DQG KROLGD\V  IROORZLQJ WKH VHUYLQJ RI VXFK QRWLFH 
XQOHVV ZLWKLQ VXFK WHQ      GD\V $UWLVWV¶ 0DQDJHU VKDOO SURWHVW VXFK QRWLFH  ,Q WKH HYHQW WKDW $UWLVWV¶ 0DQDJHU GRHV SURWHVW 
such notice the determination of the existence of grounds for termination shall be made pursuant to the Rules Governing
$UELWUDWLRQ RI WKH %DVLF $JUHHPHQW  ,I WKH $UWLVWV¶ 0DQDJHU SURWHVWV D QRWLFH RI WHUPLQDWLRQ XQGHU HLWKHU 3DUDJUDSKV    D  
(iv) or (v) or any approved version thereof, and if in the resulting arbitration it is determined that the Writer had grounds
for termination thereunder then the Writer’s termination shall not be effective if the Artists’ Manager, within two business
days after receipt of the arbitrator’s written award, terminates the representation (within the scope of the Basic Agreement)
of the individual who is the subject of the basis for termination.
³ F    L   ,W LV H[SUHVVO\ DFNQRZOHGJHG WKDW VWULNHV RI :*$ DQG DFWV RI PHPEHUV SUHMXGLFLDO WR :*$¶V ZHOIDUH  UHIHUUHG WR 
LQ 3DUDJUDSKV    D   LY  DQG  Y  GR QRW DQG VKDOO QRW LQFOXGH VWULNHV DQG DFWV ZKLFK KDYH RFFXUUHG SULRU WR WKH VXEVFULSWLRQ WR 
the Basic Agreement by Artists’ Manager and that the provisions relating thereto do not and shall not relate to representation
RI DQ\ SHUVRQ LQ DQ\ ERQD ¿GH FDSDFLW\ RWKHU WKDQ WKDW RI D :ULWHU ZLWKLQ WKH VFRSH RI WKLV 5LGHU : 

13

Exhibit A
Page 35

 Case 2:19-cv-05585 Document 1-1 Filed 06/27/19 Page 17 of 39 Page ID #:37
³ LL   :ULWHU VKDOO QRW KDYH WKH ULJKW WR WHUPLQDWH WKH DWWDFKHG FRQWUDFW SXUVXDQW WR 3DUDJUDSKV    D   LY  RU  Y   RU DQ\ 
DSSURYHG  YHUVLRQ  WKHUHRI   XQWLO  DIWHU $UWLVWV¶  0DQDJHU  VKDOO  KDYH  UHFHLYHG  ZULWWHQ  QRWLFH  RI  WKH  ZRUNLQJ  UXOH  LQYROYHG  
RI WKH IDFW RI D VWULNH DQG WKH QDPH RI WKH SURGXFHU DJDLQVW ZKRP :*$ LV RQ VWULNH  RU RI WKH IDFW WKDW D FOLHQW KDV EHHQ 
expelled or denied admission to membership in WGA.
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unless
    

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     $UWLVWV¶ 0DQDJHU IDLOV  ZLWKLQ WHQ      GD\V WR WHUPLQDWH LWV PDWHULDOV UHSUHVHQWDWLRQ DQG VHUYLFHV UHSUHVHQWDWLRQ 
agreements within the scope of the Basic Agreement with the writer who is the subject of the basis for termination.
³ LY   $UWLVWV¶ 0DQDJHU RQ WHQ      GD\V ZULWWHQ QRWLFH PD\ WHUPLQDWH WKLV DJUHHPHQW LI $UWLVWV¶ 0DQDJHU UHFHLYHV ZULWWHQ 
notice from the WGA that Writer has been determined by WGA in accordance with its Constitution and By-Laws to have
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conclusive upon Artists’ Manager and Writer as to the facts stated therein. The effect of any such termination shall be as
determined by the neutral arbitrator in accordance with Exhibit Z of the Basic Agreement. It is further agreed that during
WKH WHUP RI WKH DWWDFKHG FRQWUDFW :ULWHU VKDOO QRW EUHDFK DQ\ UHVWUDLQLQJ RUGHUV RU ZRUNLQJ UXOHV RI :*$ DQG DQ\ VXFK 
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attached contract pursuant to these provisions.
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WKH VDOH RI DQ\ OLWHUDU\ PDWHULDO WR D SURGXFHU RU RWKHU SHUVRQ DV WR ZKRP :*$ LV RQ VWULNH ´
3) The arbitrator shall assume that the hearing and disciplinary procedure provided by WGA’s Constitution and By-Laws
SURYLGH DQG ZLOO SURYLGH GXH SURFHVV WR :*$ PHPEHUV DQG WKDW DQ\ SHUVRQ ZKRVH PHPEHUVKLS KDV EHHQ UHYRNHG KDV EHHQ 
accorded due process by WGA.
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 LY  RU  Y  RI 3DUDJUDSK    D  RI 5LGHU :  WKH DUELWUDWRU VKDOO FRQVLGHU WKH VXEVHTXHQW ULJKWV DQG REOLJDWLRQV RI WKH $UWLVWV¶ 
Manager to such terminated Writer to be the following:
 D   7KH $UWLVWV¶ 0DQDJHU VKDOO KDYH QR IXUWKHU REOLJDWLRQV RU GXWLHV RI DQ\ NLQG WR VXFK :ULWHU  DQG VXFK WHUPLQDWLRQ 
shall not constitute a breach of contract by the Artists’ Manager), but such Writer shall continue to be obligated to pay
full commission to said Artists’ Manager in accordance with the provisions and during the term of the Artists’ Manager’s
contract remaining (but for such termination) regardless of whether such earnings were attributable to employment or the
sale of material procured by the Artists’ Manager.
If the arbitrator determines that subparagraphs (iv) and (v) are not validly enforceable because of the effect of subdivision (a) of this Paragraph 4, the arbitrator shall consider the effect of termination to be as set forth hereinbelow in subdivision
(b).
 E   7KH $UWLVWV¶ 0DQDJHU VKDOO KDYH QR IXUWKHU REOLJDWLRQV RU GXWLHV RI DQ\ NLQG WR VXFK ZULWHU  DQG VXFK WHUPLQDWLRQ VKDOO 
not constitute a breach of contract by the Artists’ Manager), but should such Writer’s Guild membership be terminated as
a result of the same facts giving rise to such a forced termination of the Writer’s agency contract, and subsequently such
writer is admitted to membership in WGA or his membership in WGA is reinstated, then such Writer shall be obligated to
reinstate such Artists’ Manager’s agency contract concurrently with such Guild reinstatement, and the remaining term of
such agency contract shall be the period that such agency contract had to run as of the date of such forced termination to
the same effect as if such term had been suspended and extended. If the arbitrator considers that such subparagraphs (iv)
and (v) are not validly enforceable as a result of the effect of subdivision (b) of this Paragraph 4, the arbitrator shall
consider the effect of termination to be as set forth hereinbelow in subdivision (c) of this Paragraph 4.
 F   7KH $UWLVWV¶ 0DQDJHU VKDOO KDYH QR IXUWKHU REOLJDWLRQV RU GXWLHV RI DQ\ NLQG WR VXFK :ULWHU  DQG VXFK WHUPLQDWLRQ VKDOO 
not constitute a breach of contract by the Artists’ Manager), but should such Writer’s Guild membership be terminated as
a result of the same facts giving rise to such a forced termination of the Writer’s agency contract, and, subsequently such
Writer is admitted to membership in WGA or his membership in WGA is reinstated during the then unexpired term of such
agency contract, such Writer shall be obligated to reinstate such agency contract concurrently with such Guild reinstatement
but only for the then unexpired portion of the term of such agency contract, and if such agency contract would have expired
by its terms prior to such Guild reinstatement there shall be no reinstatement of such agency contract.
If the arbitrator does not determine that subparagraphs (iv) and (v) are validly enforceable under the foregoing assumptions
and conditions, he may revise the language of subparagraphs (iv) and/or (v) but only by restricting or limiting the same.
14

Exhibit A
Page 36

 Case 2:19-cv-05585 Document 1-1 Filed 06/27/19 Page 18 of 39 Page ID #:38
Such revisions, if any, may not operate to amplify or expand the scope of such provisions, but nothing herein contained shall
prevent the arbitrator from revising the language to limit its application to particular fact situations, providing the foregoing
conditions and assumptions are complied with with respect to said revisions. The arbitrator may also describe the purpose
of said provisions and include such references to the radio, television and motion picture industry and the employment and
representation of Writers therein as he deems appropriate, but such may not operate to amplify or expand the scope of the
SURYLVLRQV  ,I WKH DUELWUDWRU ¿QGV WKDW VXESDUDJUDSKV  LY  RU  Y  RU ERWK DUH YDOLGO\ HQIRUFHDEOH KH PXVW ¿QG WKH HIIHFW WKHUHRI 
shall be as set forth in preferential sequence to Paragraphs 4 (a), (b) or (c) hereof.
,I ZH IDLO WR DJUHH XSRQ D QHXWUDO DUELWUDWRU ZLWKLQ    GD\V RI WKH VLJQLQJ RI WKLV ([KLELW =  WKHQ HLWKHU SDUW\ KHUHWR PD\ 
petition the Superior Court of the State of California for the County of Los Angeles that it appoint an arbitrator in this matter,
DQG WKH RUGHU RI WKH 6XSHULRU &RXUW DSSRLQWLQJ VDLG DUELWUDWRU VKDOO EH ¿QDO DQG ELQGLQJ XSRQ WKH SDUWLHV  DOO SDUWLHV KHUHE\ 
waiving their right to appeal therefrom.
If this letter correctly sets forth your and our agreement respecting said provisions (iv) and (v), and the arbitration concerning
same, would you please sign below.
9HU\ WUXO\ \RXUV 
ARTISTS’ MANAGERS GUILD
0$59,1 )$5,6
AGREED TO:
WRITERS GUILD OF AMERICA, WEST, INC.
By LEONARD CHASSMAN
WRITERS GUILD OF AMERICA, EAST, INC.
By LEONARD WASSER

15

Exhibit A
Page 37

 Case Document 1-1 Filed 06/27/19 Page 19 of 39 Page ID #:39

Exhibit A
16 Page 38

Case 2:19-cv-05585 Document 1-1 Filed 06/27/19 Page 20 of 39 Page ID #:40
1976 RIDER W
TO BE ATTACHED TO CONTRACT BETWEEN
(Referred to herein
as “Writer”)

and

(Referred to herein as
“Artists’ Manager”)

$33529(' %< :5,7(56 *8,/' 2) $0(5,&$

The contract to which this Rider W is attached (referred to herein as “the attached contract”) is hereby amended in accordance
herewith. The provisions of this Rider W shall amend the attached contract in accordance with the agreement between WGA
DQG $0* GDWHG DV RI 6HSWHPEHU           KHUHLQ FDOOHG WKH ³%DVLF $JUHHPHQW´   EXW RQO\ LQVRIDU DV VDLG FRQWUDFW GHDOV ZLWK 
services by an Artists’ Manager to or on behalf of a member of WGA in the rendition of his services as a Writer and/or sale of
OLWHUDU\ PDWHULDOV LQ WKH ¿HOGV RI UDGLR  WHOHYLVLRQ RU PRWLRQ SLFWXUHV ZLWKLQ WKH VFRSH RI WKLV 5LGHU : DV GH¿QHG KHUHLQ  ,Q FDVH 
RI DQ\ FRQÀLFW EHWZHHQ WKH DWWDFKHG FRQWUDFW DQG DQ\ SURYLVLRQ RI WKLV 5LGHU :  WKH SURYLVLRQ RI WKLV 5LGHU : VKDOO SUHYDLO 
ZLWK UHVSHFW WR PDWWHUV ZLWKLQ WKH VFRSH RI WKLV 5LGHU :  EXW RQO\ WR WKH H[WHQW WKDW VXFK SURYLVLRQ RI WKLV 5LGHU : LV PRUH 
DGYDQWDJHRXV WR WKH :ULWHU WKDQ WKH SURYLVLRQV RI WKH DWWDFKHG FRQWUDFW  DQG ZKHUH DQ\ SURYLVLRQ RI WKH DWWDFKHG FRQWUDFW LV 
more advantageous than a provision of this Rider W, then such provision of the attached contract shall prevail. It is understood
WKDW WKH WHUPV DQG SURYLVLRQV RI WKH DWWDFKHG FRQWUDFW DUH QRW PRGL¿HG LQ DQ\ ZD\ ZKDWVRHYHU E\ WKH SURYLVLRQV RI WKLV 5LGHU : 
or the Basic Agreement as to matters not within the scope of this Rider W.
1. TERM:
The following provisions shall determine the length of the term of the attached contract:
(a) The term for a services representation agreement, whether initial or otherwise, shall not exceed two years.
(b) [omitted]
(c) The term for an initial materials representation agreement (whether separate from or in addition to a services
representation agreement with Writer) shall not exceed two (2) years. If Writer has the right to and does terminate the services
representation agreement he shall concurrently have the right to terminate the materials representation agreement, and any
such termination of the materials representation agreement pursuant to the foregoing shall only terminate the materials
representation agreement within the scope of this Rider W and with the same effect as if such materials representation
agreement had expired by its own terms. Nothing in the foregoing shall limit the Writer as to any other rights of termination
RI WKH PDWHULDOV UHSUHVHQWDWLRQ DJUHHPHQW  RU WKH HIIHFW WKHUHRI  7KLV 3DUDJUDSK    F  VKDOO EH VXEMHFW WR WKH IROORZLQJ 
(i) As used in the following subparagraphs, the term “delivery” shall be deemed to mean the physical submission,
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WHUP RI WKH PDWHULDOV UHSUHVHQWDWLRQ DJUHHPHQW LV QRW HQWHUHG LQWR ZLWKLQ WKH SHULRG RI RQH     \HDU DIWHU WKH GDWH RI 
such delivery, then either Writer or Artists’ Manager thereafter shall have the right to give written notice to the other
withdrawing said piece of literary material from further representation by Artists’ Manager. Such withdrawal shall be
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right to any commissions with respect to any sale of said piece of literary material thereafter made, except as provided
LQ 3DUDJUDSKV    H   L  DQG    H  RI WKLV 5LGHU :  1RWKLQJ FRQWDLQHG KHUHLQ VKDOO EH GHHPHG WR UHVWULFW WKH :ULWHU DQG 
Artists’ Manager from agreeing in writing between themselves that a piece of literary material be deemed re-delivered
WR $UWLVWV¶ 0DQDJHU  VR WKDW WKH RQH     \HDU SHULRG PD\ DJDLQ FRPPHQFH WR UXQ 
(iii) In the event that Writer, after the withdrawal of a piece of literary material from further representation by Artists’
Manager pursuant to subparagraph (ii) hereof, shall thereafter, during the term of a services representation agreement
between Writer and Artists’ Manager, enter into an agreement for the sale of such piece of literary material and in such
17

Exhibit A
Page 39

 Case 2:19-cv-05585 Document 1-1 Filed 06/27/19 Page 21 of 39 Page ID #:41
transaction Writer is required to render writing services within the scope of this Rider W and the Basic Agreement on
or in connection with such piece of literary material, then Artists’ Manager shall have no right to any commission with
respect to any compensation paid to Writer for such services, provided that Artists’ Manager hereunder shall not be
required to render any services in connection with such agreement or its performance by Writer. The period of time
GXULQJ ZKLFK :ULWHU LV HQJDJHG LQ UHQGHULQJ VXFK VHUYLFHV VKDOO EH HOLPLQDWHG LQ FRPSXWLQJ WKH QLQHW\      GD\ SHULRG 
UHIHUUHG WR LQ 3DUDJUDSK   RI WKLV 5LGHU : 
(d) Termination or expiration of this Rider W shall not affect the obligation of the Writer to pay commissions to the Artists’
Manager after such termination or expiration in accordance with the terms and provisions of the attached contract and this
Rider W and shall not affect any terms and provisions of the attached contract not expressly covered by this Rider W.
(e) Notwithstanding the provisions of (a), (b) and (c) above, the attached contract between Writer and Artists’ Manager
VKDOO LQ DQ\ HYHQW WHUPLQDWH QRW ODWHU WKDQ QLQH     PRQWKV DIWHU WHUPLQDWLRQ RI WKH      %DVLF $JUHHPHQW XQOHVV SULRU WR 
WKH H[SLUDWLRQ RI VDLG QLQH     PRQWK SHULRG :*$ DQG $0* HQWHU LQWR D QHZ %DVLF $JUHHPHQW  EXW WKLV VKDOO QRW DIIHFW WKH 
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of Artists’ Manager to continue to service Writer as to services contracted for and materials sold prior to such termination
date, but continuing beyond such date, nor the right of Artists’ Manager to collect all sums due under such contract,
whether the payment obligation arises before or after such termination.
(f) Special provisions relating to initial representation agreements:
 
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RI WKLV SDUDJUDSK  EH GHHPHG WR FRPPHQFH ZLWK -XQH         DQG PD\ FRQWLQXH XQWLO WKHLU H[SLUDWLRQ GDWH EXW QRW ODWHU 
WKDQ 'HFHPEHU         
 
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DJUHHPHQW  WKHQ WHUPLQDWLRQ VKDOO EH HIIHFWLYH DW WKH H[SLUDWLRQ RI VDLG HLJKWHHQ      PRQWK SHULRG 
 
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(g) The term of representation agreements made with writers who are not WGA members is not affected by this agreement,
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prospectively commencing with the date he becomes a member.
2. ARBITRATION:
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contract, or from any source at all relating to the subject matter thereof whether arising prior to or after the termination or
expiration of the attached contract) between the Writer and the Artists’ Manager arising out of or in connection with this
Rider W or the attached contract, as to its existence, its validity, construction, performance, nonperformance, operation,
breach, continuance or termination shall be submitted to arbitration in accordance with the WGA-AMG Rules Governing
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(b) In case of a dispute or controversy with respect to a discharge of the Artists’ Manager or termination of the attached
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wrongful. The arbitration tribunal shall have complete discretion to determine the reasonableness or unreasonableness,
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or termination was wrongful and that the Writer had no substantial grounds for such action the arbitration tribunal must
require the Writer to pay the Artists’ Manager the full amount of commission stated in the attached contract and if the
Writer elects the Artists’ Manager must render services to the Writer with respect to contracts for which commissions are
payable as long as the Artists’ Manager receives commissions from the Writer.
3. COMMISSIONS:
(a) Commissions may be paid on initial compensation paid to the Writer, except that no commissions whatsoever shall
be paid on minimum pre-production payments on comedy-variety programs. As used herein, “Initial Compensation” shall
mean the initial (sometimes called “up front”) compensation (including the initial minimum payments included therein but
not including minimum residuals, supplementary or additional compensation pursuant to a WGA-MBA) agreed upon in
the individual employment or acquisition contract. Except as provided in the two (2) immediately preceding sentences, no
commissions shall be paid by Writers on any minimum payments (including, but not by way of limitation, residuals, and
18

Exhibit A
Page 40

 Case 2:19-cv-05585 Document 1-1 Filed 06/27/19 Page 22 of 39 Page ID #:42
VXSSOHPHQWDU\ RU DGGLWLRQDO FRPSHQVDWLRQ RI DQ\ NLQG SXUVXDQW WR $UWLFOHV   *             RI WKH      RU FRUUHVSRQGLQJ 
provisions of subsequent WGA-MBAs) made to them pursuant to a WGA-MBA. Commission may be paid by the Writers
on amounts received by them in excess of minimums, but such commissions (on such minimum payments plus such
excess) shall in no event reduce the monies received by the Writer to a sum less than the minimums provided for in the
applicable WGA-MBA for the services of said Writer and/or for the particular use made of his materials. Notwithstanding
the foregoing, commissions may be paid on monies received by the Writer on publication deals which have been negotiated
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paid to the Writer for theatrical rights in original material written by him for television. The provisions of this paragraph
shall not impair the right of Artists’ Manager to receive commissions on deals negotiated for the Writer prior to the effective
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the Basic Agreement, Artists’ Manager’s fee, commission or compensation based on or related to the representation of a
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materials, provided, however, that the foregoing limitation shall not apply to the following cases:
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(b) Any monies or other consideration received by the Writer, or by anyone for or on his behalf, in connection with any
termination of any employment contract or contract of sale of literary material of the Writer by virtue of which the Artists’
Manager would otherwise be entitled to receive commission, or in connection with the settlement of any such contract, or
any award of compensatory damages in litigation arising out of any such contract, shall also be monies in connection with
ZKLFK WKH $UWLVWV¶ 0DQDJHU LV HQWLWOHG WR WKH DIRUHVDLG SHUFHQWDJH  SURYLGHG  KRZHYHU  WKDW LQ VXFK HYHQW WKH :ULWHU VKDOO EH 
entitled to deduct attorney’s fees and court costs before computing the amount upon which the Artists’ Manager is entitled
to his percentage, and said percentage shall not be paid on that portion of the money or consideration which represents
compensation on which the Artists’ Manager would not be entitled to commission by virtue of any other provision of this
Rider W or of the Basic Agreement.
(c) Except as may be expressly provided herein to the contrary, the obligations of the Writer with respect to the computation,
extent, period, and manner of payment of commissions by the Writer to the Artists’ Manager with respect to any and all
payments or other compensation resulting from any contract, employment, engagement or assignment of the Writer, or any
other matter or thing pertaining thereto, shall be determined in accordance with the provisions of the attached contract.
(d) With reference to deals in effect at the time this representation agreement begins, the Writer shall designate whether
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Existing Deals
To Be
Commissionable
 

     &KHFN 2QH 

Not To Be
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(e) Commissions after expiration or termination (both hereafter referred to simply as “termination”) of a representation
agreement:
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19

Exhibit A
Page 41

 Case 2:19-cv-05585 Document 1-1 Filed 06/27/19 Page 23 of 39 Page ID #:43
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episode or episodes and series as to which Writer is entitled to over-scale payments which he desires sent to Artists’
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deemed to constitute a breach hereunder by WGA.
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and other locations, if any, throughout the world and shall also inform Writer of its arrangements, if any, with correspondent
agents in any such locations. If Artists’ Manager shall, subsequent to the execution of the attached contract, open its own
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20

Exhibit A
Page 42

 Case 2:19-cv-05585 Document 1-1 Filed 06/27/19 Page 24 of 39 Page ID #:44
arrangement in such location with a correspondent agent, Writer shall accept the exclusive rendition of services by such
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request of the Writer, the Artists’ Manager shall suggest a correspondent agent, who shall be subject to Writer’s approval,
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is disapproved by the Writer then Artists’ Manager agrees to continue to suggest alternate correspondent agents until the
Writer’s approval is secured.
4. CONTINUITY OF MANAGEMENT:
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the Writer and whose designation can be changed only by the Artists’ Manager.

The persons shall be active in the operation of the agency and shall be available generally to render services for the Writer at
the Writer’s request. Reasonable vacations and temporary illnesses of Artists’ Manager shall not be deemed to have rendered
them not generally available.
The continuity of management provision may be reviewed by the Writer at any time during the term of the representation
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Unless Writer shall agree to the contrary, all of the persons designated above by the writer at the time the attached contract
is executed or this Rider W is initialed or executed shall be situated in the location where the Writer’s principal services are to
be performed.
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in Los Angeles and in no other place.)
The named persons shall be reasonably available during normal business hours subject to absence occasioned by illness,
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contract, otherwise, the Writer may terminate the employment of the Artists’ Manager hereunder. (For the purpose of this
paragraph, availability “to render service” means availability generally to supervise the affairs of the Writer and to consult with
the Writer in person or in the event that the Writer during the existence of the attached contract changes the location where his
principal services are performed, by telephone, telegram, mail or otherwise.) Employees or correspondent agents of Artists’
Manager who are not named in this Paragraph 4 may handle matters for the Writer or may aid any of the named persons in
handling matters for the Writer.
In the event that all the persons named herein cease to be active in the business of the Artists’ Manager, the Artists’ Manager
shall so notify the Writer. In said notice the Artists’ Manager may name not more than two (2) other persons who are active in
the business of the Artists’ Manager. Upon receipt of such notice from the Artists’ Manager, the Writer may elect to terminate
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after receipt by the Writer of such notice from the Artists’ Manager. Failure of the Writer to exercise the right to terminate
within the time provided shall be deemed a waiver of such right and the attached contract and this Rider W shall continue in
full force and effect with the names contained in the notice from the Artists’ Manager deemed substituted for the names of the
persons who have become inactive. In any event, if two (2) or less names are inserted in the space hereinabove provided, then
if the Writer for any reasons set forth in this Paragraph 4 elects to terminate the employment of the Artists’ Manager hereunder,
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The right of the Writer to terminate is further conditioned on the following:
21

Exhibit A
Page 43

 Case 2:19-cv-05585 Document 1-1 Filed 06/27/19 Page 25 of 39 Page ID #:45
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Manager under a contract in which the Artists’ Manager’s commission is computed on any basis other than a percentage
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program.
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shall be deemed to limit the right of the Artists’ Manager to commissions.
(d) If the Writer is employed as a writer or sells his literary materials in connection with a theatrical motion picture or
a radio or television program or series of programs, which theatrical motion picture or programs, at the time the Writer
is so employed or his literary materials are sold will, as and when produced, be owned by the Artists’ Manager and said
employment and/or literary material is covered by this Rider W, then the Artists’ Manager’s obligation to the Writer with
respect to such program, programs or theatrical motion picture shall be the same as that recited in subparagraph (a) (i) above
with respect to the Writer’s employment and literary materials in connection with a radio or television program or series of
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(B) and (C) of subparagraphs (a) (i) above.
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or enterprises engaged in the production of a radio or television program or series of programs and Writer is employed as
a writer or his literary materials are sold in connection with such program or series of programs owned or produced by any
such corporation or enterprise and the Writer’s said employment and/or literary material is covered by this Rider W, then
the Artists’ Manager’s obligation to the Writer with respect to such program or series of programs shall be the same as
that recited in subparagraph (a) (i) above with respect to Writer’s employment and literary materials in connection with a
radio or television program or series of programs produced by producer-client and the Writer shall be entitled to the same
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22

Exhibit A
Page 44

 Case 2:19-cv-05585 Document 1-1 Filed 06/27/19 Page 26 of 39 Page ID #:46
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Manager if the Artists’ Manager engages in the distribution of radio or television programs or series of programs or in the
distribution of theatrical motion pictures. The term “distribution” as used in the preceding sentence means the same or
substantially the same relationship now in existence between a distributor and a producer or owner of a radio or television
program or series of programs where provision is made for the sale, lease, license or rental of such program or programs
or theatrical motion pictures by the distributor in the radio, television and/or motion picture industries.
(f) Subdivisions (B) and (C) of subparagraph (a) (i) above shall also apply to motion picture productions for which the
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the owner thereof, but nothing herein shall be deemed to limit the right of the Artists’ Manager to commissions.
(g) When the Writer enters into negotiations involving literary material within the scope of this Rider W with another
writer who is represented by the Artists’ Manager, at or about the time of commencement of active negotiations the Artists’
Manager shall notify both Writers concerned of the fact that the Artists’ Manager represents both Writers, and either Writer
may at such time request in writing that the Artists’ Manager elect which Writer the Artists’ Manager will represent in
such negotiations. If any such notice is given, the Artists’ Manager must promptly upon receipt thereof elect to represent
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either Writer, Artists’ Manager may at his election represent only one of the Writers, in which case he must give written
notice to the other of such election on or prior to the commencement of such negotiations. If neither Writer nor the Artists’
Manager gives any such notice, the Artists’ Manager may represent both Writers in said negotiations, in which case the
Artists’ Manager shall receive commission from both Writers in any such transaction on their respective receipts therefrom.
When the Writer and another writer who is represented by the Artists’ Manager enter into negotiations for a collaboration
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nothing herein shall be deemed to limit the right of the Artists’ Manager to receive the full amount of commissions due
under the provisions of their respective agreements with the Artists’ Manager with respect to any contract the Writers, as
collaborators, enter into with third parties.
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WR LQ 3DUDJUDSK   RI WKLV 5LGHU : 
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(i) Legal Expense:
If it becomes necessary for a Writer to engage an attorney to collect monies due from an employer or purchaser,
commissions (if applicable) on sums recovered by and paid to the Writer shall be based on the net sum received by the
Writer after deducting attorney’s fees and costs.
23

Exhibit A
Page 45

 Case 2:19-cv-05585 Document 1-1 Filed 06/27/19 Page 27 of 39 Page ID #:47
6. BARRING:
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from doing business with certain employers. Such barring shall not be grounds for termination hereof by the Writer. If the
Artists’ Manager is barred then upon request of the Writer, the Artists’ Manager will submit to Writer the name of a subscribing
Artists’ Manager comparable in standing to the Artists’ Manager who will act as substitute Artists’ Manager with the employer
who has barred the Artists’ Manager during the period the Artists’ Manager is barred. The Writer may object to the proposed
substitute Artists’ Manager, in which event the Artists’ Manager will submit the name of a second proposed substitute Artists’
Manager comparable in standing to the Artists’ Manager to whom the Writer may also object. If the Writer objects to the second
substitute Artists’ Manager, the Artists’ Manager agrees to submit the name of a proposed third substitute Artists’ Manager
who must be accepted by the Writer. The Artists’ Manager agrees to act in good faith in naming proposed substitute Artists’
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7. 90-DAY CLAUSE:
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described,
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(c) If the Writer is represented by the Artists’ Manager in connection with the sale of any literary material of the Writer
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terminate hereunder.
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average percentage as the minimums have been increased in the MBA, but in no event greater than the percentage by which
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24

Exhibit A
Page 46

 Case 2:19-cv-05585 Document 1-1 Filed 06/27/19 Page 28 of 39 Page ID #:48
If the representation agreement states that the Artists’ Manager is representing two (2) Writers as a team, the sum of
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Writers were a single Writer.
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the Writer shall accept a contract or contracts for the rendition of Writer’s services or for the sale of any literary material
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to run until such written notice has been received by the Artists’ Manager.
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subject to Paragraph 3 (e) of Rider W, terminate his materials representation agreement, and agent shall thereafter return to
Writer all of Writer’s materials which are in Artists’ Manager’s possession.
 
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8. MISCELLANEOUS AND TERMINATION:
(a) The attached contract may be terminated by Writer other than by reason of expiration of such contract for any of the
following causes:
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PURSUANT TO EXHIBIT Z OF THE BASIC AGREEMENT.
25

Exhibit A
Page 47

 Case 2:19-cv-05585 Document 1-1 Filed 06/27/19 Page 29 of 39 Page ID #:49
This representation agreement, whether for services, materials or both, shall in any event terminate no later than nine
    PRQWKV DIWHU WKH HIIHFWLYH GDWH RI WHUPLQDWLRQ RI WKH      %DVLF $JUHHPHQW 
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such notice the determination of the existence of grounds for termination shall be made pursuant to the Rules Governing
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(iv) or (v) or any approved version thereof, and if in the resulting arbitration it is determined that the Writer had grounds
for termination thereunder then the Writer’s termination shall not be effective if the Artists’ Manager, within two business
days after receipt of the arbitrators’ written award, terminates the representation (within the scope of the Basic Agreement)
of the individual who is the subject of the basis for termination.
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to the Basic Agreement by Artists’ Manager and that the provisions relating thereto do not and shall not relate to
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26

Exhibit A
Page 48

 Case 2:19-cv-05585 Document 1-1 Filed 06/27/19 Page 30 of 39 Page ID #:50
 H   6KRXOG WKH $UWLVWV¶ 0DQDJHU  GXULQJ WKH WHUP VSHFL¿HG RU SULRU WR WKH ZLWKGUDZDO RI D VSHFL¿F SLHFH RI OLWHUDU\ PDWHULDO 
SXUVXDQW WR 3DUDJUDSK    F   DV WKH FDVH PD\ EH  VHFXUH IRU WKH :ULWHU D ERQD ¿GH RIIHU RI HPSOR\PHQW  RU D ERQD ¿GH RIIHU 
for the sale of literary materials, which offer is communicated by the Artists’ Manager to the Writer in reasonable detail
and in writing, and if, after the expiration or termination of the term of attached contract or the withdrawal of said piece
RI OLWHUDU\ PDWHULDO  DV WKH FDVH PD\ EH  DQG ZLWKLQ QLQHW\      GD\V DIWHU WKH GDWH XSRQ ZKLFK WKH $UWLVWV¶ 0DQDJHU JLYHV 
such written information to the Writer, the Writer accepts said offer on substantially the same terms, then the Writer shall
be required to pay commissions to the Artists’ Manager upon such contract of employment or sale of literary materials, as
the case may be.
(f) All notices given by any party hereunder to the other shall be in writing and shall be served personally or by mail or by
telegraph at the addresses set forth in attached contract, and shall be effective when posted, if mailed, and when delivered
WR WKH WHOHJUDSK RI¿FH  LI WHOHJUDSKHG   (DFK SDUW\ PD\ FKDQJH KLV DGGUHVV E\ QRWLI\LQJ WKH RWKHU LQ ZULWLQJ 
9. ASSIGNABILITY:
The attached contract may not be transferred or assigned by the Artists’ Manager without the consent in writing of the
Writer except as follows:
(a) If the Artists’ Manager is an individual, the attached contract may be transferred to a corporation controlled by the
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such transfer.
(b) If the Artists’ Manager is an individual who becomes a member of a partnership the attached contract may be transferred
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(c) If the Artists’ Manager is a partnership which transfers the business to a corporation controlled by the partnership or
by its members, the attached contract may be transferred to such corporation which must assume and agree to be bound by
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(d) If the Artists’ Manager is a corporation and the corporation is liquidated the attached contract may be transferred as an
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(e) If the Artists’ Manager is a partnership and one or more of the partners dies or withdraws or the partnership is for
any other reason dissolved, the attached contract shall not be terminated provided the surviving partners or one of them
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dissolution of the partnership.
(f) The Artists’ Manager may assign the attached contract to any corporation or enterprise with which Artists’ Manager
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which may acquire all or substantially all of Artists’ Manager’s assets relating to matters within the scope of this Rider W,
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'XULQJ DQ\ WKLUW\      GD\ SHULRG UHIHUUHG WR LQ VXESDUDJUDSKV  D  WKURXJK  I  DERYH  WKH :ULWHU VKDOO EH HQWLWOHG WR 
VXEVWDQWLDOO\ WKH VDPH JHQHUDO W\SH RI VHUYLFHV UHFHLYHG E\ KLP SULRU WR WKH FRPPHQFHPHQW RI VXFK WKLUW\      GD\ SHULRG  
and any such assignment shall not affect in any manner any of the rights granted to Writer pursuant to the provisions of the
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right the Writer had by virtue of his original contract. Upon any assignee of the attached contract assuming and agreeing
to be bound thereby, a novation shall result and the assignor Artists’ Manager shall be released from all of his obligation
thereunder.
 
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an assignment of the attached contract by the Artists’ Manager and such transfer of ownership shall not affect the validity
of any such contract with such corporate Artists’ Manager.
Notwithstanding the above, an assignment which results in the writer being represented by an Artists’ Manager with
substantially different personnel or methods of operation from those of the assigning Artists’ Manager shall not be binding
on the writer unless the writer consents thereto in writing. Where the assigning Artists’ Manager is a corporation, its merger
with or acquisition by another Artists’ Manager shall be deemed to be an assignment requiring the consent of the Writer.
Writer’s general consent shall not be obtained in advance of or at the time of entry into a representation agreement.
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may indicate the name or names of Artists’ Managers or agencies to which this agreement cannot be assigned.
27

Exhibit A
Page 49

 Case 2:19-cv-05585 Document 1-1 Filed 06/27/19 Page 31 of 39 Page ID #:51
:5,7(5 0$< (;(5&,6( 68&+ 237,21 %< ,16(57,1* 7+( 1$0( 25 1$0(6 2) $57,676¶ 0$1$*(56 
25 $*(1&,(6 72 :+,&+ 7+,6 $*5((0(17 &$1127 %( $66,*1(' ,1 7+( 63$&( :+,&+ $33($56 $%29( 
THE SIGNATURE BLOCK.
10. ACCOUNTING:
Artists’ Manager shall not collect monies belonging to the Writer unless the Artists’ Manager has prior written authority
from the Writer to do so. All monies belonging to the Writer when received by the Artists’ Manager shall be faithfully accounted
for by the Artists’ Manager and promptly paid over to the Writer or as directed by the Writer, provided, however, that the Artists’
Manager may deduct from such monies any commission payable to the Artists’ Manager as well as any monies owing from the
Writer to the Artists’ Manager whether for past commission or for loans made to the Writer or monies advanced for the Writer
or for his account. Monies belonging to the Writer shall not be commingled with monies belonging to the Artists’ Manager, but
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similar in nature. The Artists’ Manager may have one or more of such accounts and may commingle monies of other clients
with the monies of the Writer in such account.
11. SUBMISSION OF LITERARY MATERIAL:
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Artists’ Manager to submit such material to prospective purchasers or employers. Artists’ Manager shall not be responsible for
the loss or damage to such material by any prospective purchaser thereof to whom same may be submitted.
12. PURCHASE BY ARTISTS’ MANAGER OF LITERARY MATERIAL
OR EMPLOYMENT BY ARTISTS’ MANAGER OF WRITER:
If Artists’ Manager desires to acquire from the Writer any rights in and to literary material for the Artists’ Manager’s own account
or to employ Writer, Artists’ Manager shall notify Writer and WGA of that fact and Artists’ Manager may do so only through a WGA
negotiator. In any event, Artists’ Manager shall receive no commission from Writer in connection with any such transaction.
13. SCOPE OF RIDER W:
This Rider W shall be applicable to and shall govern the relationship between Artists’ Manager and Writer with respect
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Artists’ Manager and Writer in other areas), as is herein provided.
(a) Services: This Rider W shall govern and be binding upon Artists’ Manager and Writer with respect to the
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not be deemed to have approved or disapproved of either the scope or any of the terms of WGA’s collective bargaining
agreements.
This Rider W shall not relate to the representation of Writer’s services except as provided above. When Writer performs
multiple services which include services other than writer services (whether or not any other guild or union has jurisdiction
over the non-writing services), the provisions of this Rider W shall apply only to the writing services and shall not apply
to the non-writing services.
(b) Materials:
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28

Exhibit A
Page 50

 Case 2:19-cv-05585 Document 1-1 Filed 06/27/19 Page 32 of 39 Page ID #:52
'   $ VROLFLWDWLRQ IRU D VDOH OLPLWHG WR REWDLQLQJ SUHSURGXFWLRQ ÀQDQFLQJ IRU D VWDJH SURGXFWLRQ VKDOO QRW EH GHHPHG 
WR EH D VROLFLWDWLRQ RI D VDOH LQ WKH ÀHOGV RI UDGLR  WHOHYLVLRQ RU PRWLRQ SLFWXUHV ZLWKLQ WKH PHDQLQJ RI VXESDUDJUDSK & 
DERYH QRU VKDOO DQ\ VXFK VROLFLWDWLRQ EH GHHPHG WR EH DQ RIIHULQJ IRU VDOH LQ WKH ÀHOGV RI UDGLR  WHOHYLVLRQ RU PRWLRQ 
SLFWXUHV ZLWKLQ WKH PHDQLQJ RI VXESDUDJUDSK ' DERYH 
(c) Package Programs:  ,W  LV  VSHFL¿FDOO\  XQGHUVWRRG  WKDW  WKLV  5LGHU :  VKDOO  QRW  JRYHUQ  WKH  UHSUHVHQWDWLRQ  E\ $UWLVWV¶ 
0DQDJHU RI WHOHYLVLRQ RU UDGLR SDFNDJH SURJUDPV  DV GLVWLQJXLVKHG IURP WKH UHSUHVHQWDWLRQ RI :ULWHU¶V VHUYLFHV RU OLWHUDU\ 
materials.
If the Artists’ Manager is also a producer, the Artists’ Manager shall not be afforded any lesser or greater rights under this
3DUDJUDSK    E\ YLUWXH RI VXFK IDFW  QRU VKDOO WKLV SDUDJUDSK GLPLQLVK RU DIIHFW DQ\ UHPHG\ ZKLFK :*$ PD\ KDYH DJDLQVW WKH 
Artists’ Manager in the capacity of Producer.
14. DEFINITIONS:
(a) The Artist referred to in the contract to which this Rider is attached (insofar as the terms and provisions of this
Rider apply to such contract), is herein referred to as the “Writer” who is a member of WGAE or WGAW. If the parties
DUH LGHQWL¿HG LQ WKH ¿UVW DQG VHFRQG SHUVRQV WKH ¿UVW SHUVRQ VKDOO PHDQ WKH :ULWHU ZKR PXVW EH D PHPEHU RI :*$( RU 
WGAW, and the second person shall mean the Artists’ Manager.
(b) The words “Agent” or “Representative” are synonymous with the words “Artists’ Manager” when used in the contract
to which this Rider is attached. For artists’ managers doing business in California the above words mean “Artists’ Manager”
DV GH¿QHG LQ 6HFWLRQ        RI WKH /DERU &RGH RI WKH 6WDWH RI &DOLIRUQLD 
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Artists’ Manager’s contracts with members of WGA.
(d) The word “sale” as used in this Rider W with reference to literary materials means the sale, lease, license, assignment
RU RWKHU GLVSRVLWLRQ RI OLWHUDU\ PDWHULDOV  RU DQ\ ULJKWV WKHUHLQ  LQ WKH ¿HOGV RI UDGLR  WHOHYLVLRQ RU PRWLRQ SLFWXUHV  ZLWKLQ 
the scope of Rider W.
7+,6 5,'(5 : ,6 68%-(&7 72 7+( 3529,6,216 2) 7+( $*5((0(17 %(7:((1 7+( $57,676¶ 0$1$*(56 
GUILD, WRITERS GUILD OF AMERICA, EAST, INC., AND WRITERS GUILD OF AMERICA, WEST, INC., DATED AS
2) 6(37(0%(5          
WHETHER OR NOT THE ARTISTS’ MANAGER IS THE WRITER’S ARTISTS’ MANAGER AT THE TIME THIS
5,'(5  :  ,6  (;(&87('   ,7  ,6  81'(56722'  7+$7  ,1  (;(&87,1*  7+,6  5,'(5  :  ($&+  3$57<  +$6  +$' 
INDEPENDENT ACCESS TO THE KNOWLEDGE OF THE BASIC AGREEMENT AND OF THIS RIDER W.
WRITER MAY COMPLETE THE FOLLOWING AT HIS OPTION:
FOLLOWING ARE THE NAME OR NAMES OF ARTISTS’ MANAGERS OR AGENCIES TO WHICH THIS
AGREEMENT CANNOT BE ASSIGNED:

7+( :5,7(5 $1' $57,676¶ 0$1$*(5 +(5(%< $*5(( 72 7+( )25(*2,1* 
By
ARTISTS’ MANAGER
WRITER
DATED:
7+,6  $57,676¶  0$1$*(5   7$/(17  $*(1&<   ,6  /,&(16('  %<  7+(  /$%25  &200,66,21(5  2)  7+( 
STATE OF CALIFORNIA.
7+,6 5,'(5 72 $1 $57,676¶ 0$1$*(5 &2175$&7 +$6 %((1 $33529(' $6 72 )250 %< 7+( /$%25 
&200,66,21(5 2) 7+( 67$7( 2) &$/,)251,$ 21 7+(  1' '$< 2) 0$<      
7+,6 5,'(5 +$6 %((1 $33529(' $6 72 )250 $1' &217(17 %< 7+( :5,7(56 *8,/' 2) $0(5,&$ 

29

Exhibit A
Page 51

 Case Document 1-1 Filed 06/27/19 Page 33 of 39 Page ID #:53

Exhibit A
30 Page 52

Case 2:19-cv-05585 Document 1-1 Filed 06/27/19 Page 34 of 39 Page ID #:54
RULES GOVERNING ARBITRATION
WRITERS GUILD OF AMERICA

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WGAW, WGAE, and AMG do hereby establish the following rules of procedure to govern arbitrations between the aforesaid
principal parties and any member or members of WGA who have an Artists’ Manager’s contract or contracts with any subscribing
Artists’ Manager or Artists’ Managers.
1. ARBITRATION SECRETARIES
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herein referred to as Eastern Arbitration Secretary).
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SHUVRQ VKDOO IRUWKZLWK GHVLJQDWH D VXEVWLWXWH WR DFW LQ KLV VWHDG 
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herein referred to as Western Arbitration Secretary).
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$UELWUDWLRQ 6HFUHWDULHV VKDOO DJUHH XSRQ D GLVLQWHUHVWHG SDUW\ WR DFW LQ KLV SODFH DV VDLG $UELWUDWLRQ 6HFUHWDU\ 
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SRUDULO\ RU SHUPDQHQWO\  DV WKH QRWLFH PD\ VWDWH  2Q QRWLFH WR :*$:  $0* PD\ GHVLJQDWH DQRWKHU SHUVRQ WR DFW LQ 
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QDWHG VXFK SHUVRQ VKDOO IRUWKZLWK GHVLJQDWH D VXEVWLWXWH WR DFW LQ KLV VWHDG 
2. OFFICES
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whose address is:
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Inc., whose address is:
 
     :HVW 7KLUG 6WUHHW  /RV $QJHOHV  &DOLIRUQLD       
3. JURISDICTION OF ARBITRATORS
(a) What matters are arbitrable between Writer and Artists’ Manager
 
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contract, or from any source at all relating to the subject matter thereof whether arising prior to or after the termination or
expiration of the attached contract) between the Writer and the Artists’ Manager arising out of or in connection with this
31

Exhibit A
Page 53

 Case 2:19-cv-05585 Document 1-1 Filed 06/27/19 Page 35 of 39 Page ID #:55
Rider W or the attached contract, as to its existence, its validity, construction, performance, non-performance, operation,
breach, continuance or termination shall be submitted to arbitration in accordance with the WGA-AMG Rules Governing
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(b) What matters are arbitrable between WGA and Artists’ Managers and WGAE, WGAW and AMG
“In the event of any controversy between any of the parties hereto, including subscribing artists’ managers, concerning
performance or construction of this agreement, such controversy shall be set forth in writing delivered to the other party or
parties to such controversy by the person initiating such proceedings.” (Article 3. (a) of Basic Agreement).
4. FIRST STEPS OF ARBITRATION
(a) Situs and Law Governing Arbitrations
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(b) Complaint
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(c) Service of Complaint
 
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thereof to each Respondent.
5. SECOND STEPS OF ARBITRATION
(a) Answer
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answer must –
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32

Exhibit A
Page 54

 Case 2:19-cv-05585 Document 1-1 Filed 06/27/19 Page 36 of 39 Page ID #:56
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(b) Counterclaim, Cross-claim, Failure to Answer
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(c) Service of Answer
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answer to all Complainants.
6. THIRD STEPS OF ARBITRATION
(a) Within FIFTEEN days after the answer naming the Arbitrator for Respondent has been served on the Arbitrator for
Complainant the two named Arbitrators shall submit in writing to the Arbitration Secretary the name of a third Arbitrator
chosen by them and found willing to serve. The three Arbitrators shall constitute the Arbitration Tribunal.
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shall submit simultaneously to each party to the arbitration an identical list of the names of not fewer than three persons
chosen jointly by AMG and WGAW in the West or AMG and WGAE in the East. Each party to the arbitration shall
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Secretary in writing of his choice and the order of his preference.
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(d) From among the persons who have been approved by both parties and, wherever possible, in accordance with the
designated order of mutual preference, if any, the Arbitration Secretary shall invite an Arbitrator to serve.
(e) If the arbitration is to be held in the West and if the parties fail to agree on any person within the time allotted, or if
those approved are unable or unwilling to act, or if for any other reason the appointment of the third Arbitrator cannot be
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than three and not more than six names, each name inscribed on separate pieces of paper and the Western Arbitration
Secretary shall place the pieces of paper containing the names in a receptacle and draw one name therefrom and the person
whose name is drawn shall be the third Arbitrator if he is willing to serve. If he is unable or refuses to serve, the Western
Arbitration Secretary shall draw another name and the process shall be repeated until a person so chosen by lot shall be
found willing to serve as the third Arbitrator.
(f) If the arbitration is to be held in the East, and if the parties fail to agree on any person within the time allotted, or if
those approved are unable or unwilling to act, then the Secretary of the American Arbitration Association shall name the
third Arbitrator.
7. FOURTH STEPS OF ARBITRATION – ARBITRATION HEARING AND DECISION
(a) Notice of Hearing
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33

Exhibit A
Page 55

 Case 2:19-cv-05585 Document 1-1 Filed 06/27/19 Page 37 of 39 Page ID #:57
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(b) Hearing
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(c) Decision
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8. GENERAL RULES
(a) All proceedings, documents, statements and awards relevant to any part of the arbitration and made during the course
of the arbitration shall be absolutely privileged as to any party to the proceeding.
(b) Any service of notice or documents required under these rules may be made by mail or by personal delivery. If by mail
delivery will be deemed to be made on the day following posting in the United States mails. If notice is sent by telegram
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controversy.
(d) For good cause presented the Arbitration Secretary shall have the authority to grant extensions for reasonable times.
(e) Miscellaneous Provisions
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34

Exhibit A
Page 56

 Case 2:19-cv-05585 Document 1-1 Filed 06/27/19 Page 38 of 39 Page ID #:58
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(g) Each party shall bear his own expense of an arbitration. The award may include costs or expenses or some part of them
and may provide for taxing costs or expenses in a supplementary proceeding and by a supplementary award.
Attorneys’ fees may not be included in an award as costs in an arbitration between a subscribing Artists’ Manager and
a Writer. No costs or attorneys’ fees shall be taxed against either WGAW, WGAE, or AMG in any proceeding except in
those cases provided in Article 4 (a) of the Basic Agreement.
(h) No Arbitrator and neither WGAW, WGAE, nor AMG shall be responsible for any papers or other exhibits brought
into any arbitration. No party, WGAW, WGAE, AMG or Arbitrator shall be chargeable in any action or proceeding at law
RU RWKHUZLVH ZLWK WKH GXW\ RI PDLQWDLQLQJ UHFRUGV RI DQ\ SURFHHGLQJ  WKH $UELWUDWLRQ 6HFUHWDU\ ZLOO  KRZHYHU  EXW ZLWKRXW 
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papers delivered to the Arbitration Secretary. Any party to a particular arbitration or his attorney shall have the right to
inspect such records.
(i) Nothing herein contained shall operate to prevent any party from obtaining a reasonable opportunity to be heard by
the Arbitration Tribunal.
9. CONFLICTING CLAIMS
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and agreeing that the monies so deposited with the Arbitration Tribunal, selected as hereinbefore provided, may be disposed
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designate which of such persons are the claimant or claimants and which are the respondent or respondents. The arbitration
proceedings shall then proceed with the claimants and respondents as the real parties in interest, and unless the claimant
or respondent claims a sum larger than the amount deposited, the Writer shall be discharged of any claim described in the
complaint or answer. If no money be claimed, the same procedure may be followed without deposit. If either subscribing
Artists’ Manager asserts other claims against a Writer, the arbitration shall proceed as in other cases. Notwithstanding any
provisions hereinabove, however, a Writer may be required to pay more than a maximum commission to one or more Artists’
Managers in the event that he incurs liability therefor under the provisions of the exceptions set out in Paragraph 3 of Rider W
to the Artists’ Manager contract between the said Writer and Artists’ Manager or Artists’ Managers.

35

Exhibit A
Page 57

 Case 2:19-cv-05585 Document 1-1 Filed 06/27/19 Page 39 of 39 Page ID #:59
RULES GOVERNING ARBITRATION – EXHIBIT A
BASIC AGREEMENT – ARTICLE 3
(a) In the event of any controversy between any of the parties hereto, including subscribing artists’ managers, concerning
performance or construction of this agreement, such controversy shall be set forth in writing delivered to the other party or
parties to such controversy by the person initiating such proceeding.
(b) An arbitration tribunal shall determine all controversies submitted. If WGA contends that a subscribing artists’ manager
has committed a material breach of this agreement and the arbitration tribunal determines such contention to be a fact, the
arbitration tribunal shall have power to determine the appropriate penalty for such breach up to and including removal from
the list of subscribing artists’ managers, provided, however, that any casual or inadvertent breach by an artists’ manager shall
not be deemed a breach of this agreement and, in no event, may an artists’ manager be removed from the list of subscribing
artists’ managers unless the arbitration tribunal shall determine that the breach is such that it should disqualify the artists’
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upon notice of any such breach, WGA serves written notice thereof upon the artists’ manager and the artists’ manager does not
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any arbitration proceeding involving a subscribing member of AMG. If any subscribing artists’ manager is removed from the
list of subscribing artists’ managers, such action (as distinguished from the grounds for such action) shall not of itself be cause
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of any such arbitration shall not prevent or impede any arbitration or other proceeding between a writer and such subscribing
artists’ manager relating to the same or other subject matter.
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shall have any recourse to the courts save and except for the sole purpose of:
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parties may have recourse to the courts notwithstanding the provisions of this subparagraph.
RIDER W – PARAGRAPH 2
ARBITRATION.
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or from any source at all relating to the subject matter thereof whether arising prior to or after the termination or expiration
of the attached contract) between the Writer and the Artists’ Manager arising out of or in connection with this Rider W or the
attached contract, as to its existence, its validity, construction, performance, nonperformance, operation, breach, continuance or
termination shall be submitted to arbitration in accordance with the WGA-AMG Rules Governing Arbitration and the laws of
WKH 6WDWH RI &DOLIRUQLD RU WKH 6WDWH RI 1HZ <RUN  DV WKH FDVH PD\ EH 
(b) In case of a dispute or controversy with respect to a discharge of the Artists’ Manager or termination of the attached contract
E\ WKH :ULWHU  WKH DUELWUDWLRQ WULEXQDO VKDOO GHWHUPLQH ZKHWKHU VXFK GLVFKDUJH RU WHUPLQDWLRQ ZDV MXVWL¿DEOH RU ZURQJIXO  7KH 
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wrongfulness, of the discharge or termination. If the arbitration tribunal determines that the discharge or termination was
wrongful and that the Writer had no substantial grounds for such action the arbitration tribunal must require the Writer to pay
the Artists’ Manager the full amount of commission stated in the attached contract and if the Writer elects the Artists’ Manager
must render services to the Writer with respect to contracts for which commissions are payable as long as the Artists’ Manager
receives commissions from the Writer.

36

Exhibit A
Page 58

 Case 2:19-cv-05585 Document 1-2 Filed 06/27/19 Page 1 of 16 Page ID #:60

Exhibit B

Exhibit B
Page 59

 Case 2:19-cv-05585 Document 1-2 Filed 06/27/19 Page 2 of 16 Page ID #:61

WGA CODE OF CONDUCT
(as of April 13, 2019)
This Code of Conduct (“Code”) has been established by Writers Guild of America, West, Inc.
and Writers Guild of America, East, Inc. (collectively, “Guild” or “WGA”) to regulate the conduct
of talent agents, either individually or through a talent agency (collectively, “Agent”), in the
representation of writers (“Writers”) with respect to the option and sale of literary material or the
rendition of writing services in a field of work covered by a WGA collective bargaining
agreement (“CBA”). By subscribing to this Code, the Agent agrees to be bound by all terms and
conditions contained herein, including the appended Standard Representation Agreement
(“Rider W”) and Rules Governing Arbitration, which are incorporated as part of this Code. The
works written by Writers under a Guild CBA are referred to herein as “motion pictures.”
SECTION 1 – PURPOSE AND SCOPE OF REGULATION
The basis of the Guild’s authority to establish and enforce this Code is its status, conferred by
federal labor law, as the exclusive bargaining representative of all Writers working in fields
covered by a Guild CBA. Consistent with its role as exclusive bargaining representative, the
Guild is authorized by law to specify the terms under which an Agent may be delegated to
perform certain representational duties.
The application of this Code (including all attachments hereto) shall be limited to the Agent’s
representation of Writers with respect to the option and sale of literary material or the rendition
of writing services in a field of work covered by a Guild CBA. The provisions of the Code shall
not apply to the Agent’s representation of a Writer with respect to the Writer’s non-writing
services or other services not covered by a Guild CBA or as to which the Guild is not the
exclusive bargaining representative.
SECTION 2 – SUBSCRIBING TO THE CODE OF CONDUCT
An Agent seeking to subscribe to the Code of Conduct shall submit a written application to the
Guild using a form available on the WGA website. The Guild may revise the application from
time to time in its discretion. In addition to the information required by the application, the Guild
reserves the right to seek additional information or disclosure of matters relevant to the Agent’s
professional background and ability to represent Writers in compliance with the Code. The
Guild shall approve or deny the application within 30 days after the Agent’s submission of all of
the requested information. In the event the Guild denies the Agent’s application, it shall state in
writing the reasons therefor and the denial shall be subject to appeal by the Agent pursuant to
Section 5 below and the Rules Governing Arbitration.
When the subscribing Agent is a talent agency of any legal form, including but not limited to a
corporation, LLC, partnership, joint venture or sole proprietorship, the terms of the Code of
Conduct shall be binding on the agency and all of its individual agents, employees, partners,
principals, joint venturers, and shareholders. With respect to the obligations under this Code of
Conduct, the subscribing talent agency shall at all times remain vicariously liable for the actions
taken by such individuals on its behalf or within the scope of the individuals’ employment or
agency.

Exhibit B
Page 60

 Case 2:19-cv-05585 Document 1-2 Filed 06/27/19 Page 3 of 16 Page ID #:62

SECTION 3 – STANDARDS OF CONDUCT FOR AGENTS IN PROVIDING SERVICES
SUBJECT TO THE CODE
A. AGENT-WRITER RELATIONSHIP
1. Agent shall at all times act as a fiduciary of Writer, and shall comply with all
fiduciary duties imposed by statute or common law.
2. Agent’s representation of Writer shall not be influenced by its representation of
any other Writer.
3. Agent shall promptly disclose to Writer all inquiries, offers and expressions of
interest regarding employment or sale or option of literary material, and shall
keep Writer apprised of the status of all negotiations.
4. Agent shall maintain confidentiality with respect to Writer’s employment and
financial affairs.
5. Prior to submitting Writer for employment on a project, Agent shall notify Writer if
the employer or producer has not yet secured underlying rights necessary for the
assignment.
6. Agent shall be responsive and professional in communicating with Writer.
B. CONFLICT OF INTEREST
1. No Agent shall have an ownership or other financial interest in, or shall be owned
by or affiliated with, any entity or individual engaged in the production or
distribution of motion pictures.
2. No Agent shall have an ownership or other financial interest in, or shall be owned
by or affiliated with, any business venture that would create an actual or apparent
conflict of interest with Agent’s representation of a Writer.
3. No Agent shall derive any revenue or other benefit from a Writer’s involvement in
or employment on a motion picture project, other than a percentage commission
based on the Writer’s compensation or fee.
4. No Agent shall accept any money or thing of value from the employer of a Writer.
5. An Agent’s concurrent representation on a commission basis of multiple clients
employed or submitted for employment on the same motion picture project shall
not be deemed a conflict of interest prohibited by this Code. Upon request by
Writer, Agent shall disclose to Writer the names of all other clients represented
by Agent who are employed on, or actively being submitted for employment on, a
project. Such disclosure shall be made in writing within ten (10) days of the
Writer’s request.

Exhibit B
Page 61

 Case 2:19-cv-05585 Document 1-2 Filed 06/27/19 Page 4 of 16 Page ID #:63

6. Agent shall disclose to Writer any fact or relationship suggesting or potentially
creating a conflict of interest arguably prohibited by this Code.
C. AGENT COMPENSATION
1. Agent’s commission shall be limited to ten percent (10%) of Writer’s gross
compensation, including Writer’s profit participation, provided, however, that
Agent shall not be entitled to receive commission on residuals or any other
minimum payments to Writers for reuse of a motion picture under any applicable
CBA.
2. Agent shall not circumvent limits on commissions under this Code by charging
fees for other services, except that Agent shall be permitted to receive
compensation for feature film financing and sales services, subject to the
following limitations:
a. In the event Writer retains Agent to perform these services, Agent shall fully
disclose the relevant fees in writing prior to incurring them, and Writer may
choose whether to proceed with Agent’s performance of services;
b. In the event Agent is retained to perform such services by a party other than
the Writer, Agent shall fully disclose the financing or sales services
arrangement, including the relevant fees, in writing to the Writer. Such
disclosure shall be made at the earliest possible time. In the event that
Agent’s agreement to provide such services predates Writer’s involvement in
the project, disclosure shall be made before Writer enters into any contractual
commitment for the project;
c. The services described in this subsection C.2 shall only be permitted on films
with intended budgets greater than $20 million with the consent of the Guild.
The Guild will consult with the Writer and consent will not be unreasonably
denied;
d. In no event shall an offer of employment or purchase of material made to a
Writer be contingent on any other party agreeing to retain Agent for feature
film financing or sales services; and
e. On a quarterly basis, Agent shall provide the Guild with a list of films on which
Agent is performing financing or sales services. The list shall include the
name of the Writer and the budget of the film.
3. Agent shall provide promptly and no less frequently than quarterly to Writer and
to the Guild an itemized statement showing in standardized electronic format (a)
all compensation received by or on behalf of Writer; (b) all commissions received
by Agent related to its representation of Writer; and (c) all fees received by Agent
that has provided feature film financing and sales services. Writer and Guild shall
have the right to audit such statements. Where an Agent has provided feature
film financing and sales services, as described in subsection 2 above, Agent
shall provide copies of these agreements and documentation of the related fees

Exhibit B
Page 62

 Case 2:19-cv-05585 Document 1-2 Filed 06/27/19 Page 5 of 16 Page ID #:64

when Writer or Guild audits the Agent’s commissions received by Agent related
to its representation of Writer.
D. NOTIFICATION TO GUILD
1. Agent shall provide the Guild with a copy of the agreement or a summary of
essential deal terms of any agreement engaging the Writer’s services or
acquiring the Writer’s written material no later than 10 days after the earlier of (a)
the existence of a binding contractual commitment; or (b) the commencement of
Writer’s writing services. Where such agreement is later amended or
superseded by a long-form agreement, Agent shall also provide the Guild with a
copy of the amendment or long-form agreement.
2. Agent shall provide the Guild with immediate notice of Writer’s commencement of
services or delivery of literary material, or other material fact triggering
compensation, and a copy of any invoice or other documentation relating to the
payment obligation.
3. Agent shall provide the Guild with copies of all representation agreements with
Writer.
4. Insofar as the notification to the Guild under this subsection D requires the
provision of confidential information relating to a specific Writer, the Guild shall
use reasonable efforts to maintain the confidentiality of the information and such
efforts shall in no event be less than the efforts the Guild uses to protect its own
confidential information. The Guild shall maintain and use such information
subject to its duty of fair representation, provided that nothing in this subsection
D shall prohibit the Guild from aggregating the data in a manner that does not
disclose the confidential information of a particular Writer.
E. ENFORCEMENT OF CBA AND WRITER’S INDIVIDUAL WRITING AGREEMENTS
1. Agent shall not encourage Writer to violate any provision of a CBA.
2. Agent shall zealously advocate for Writer’s best interests in all aspects of the
employment relationship, including but not limited to the following:
a. Advocating against Writer’s performance of uncompensated or speculative
writing services;
b. Advocating in favor of multiple steps in theatrical deals; and
c. Protecting Writer from abusive hiring practices such as sweepstakes pitching.
3. Agent shall be aware of and monitor the contractual deadline for the payment of
all compensation to the Writer, and shall immediately notify the Guild in the event
a payment is late.

Exhibit B
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4. Agent shall cooperate fully with the Guild in any investigation or contract
enforcement action undertaken on behalf of a Writer.
5. Agent shall not encourage Writer to violate any Guild rule.
F. NON-DISCRIMINATION AND INCLUSION
1. Agent shall comply with all state and federal anti-discrimination laws in its
selection and representation of Writers.
2. Agent shall not, without prior disclosure to Writer, procure any employment
where there is a reasonable basis to believe that the Writer will be subjected to a
hostile work environment or other forms of workplace harassment. Agent shall
not schedule or refer Writer to a meeting regarding potential employment in a
hotel room or other location posing a threat to Writer’s personal safety.
3. Agent shall take steps to ensure the referral of qualified diverse Writers for any
open writing assignment.
4. Agent shall consult with Writer regarding diversity as a factor in their procurement
of employment.
5. Agent shall provide the Guild with an annual report summarizing Agent’s diversity
efforts and reflecting, through anonymized data, the employment history of all
Writers represented by the Agent, broken down by membership in statutorilyprotected classes.
SECTION 4 – STANDARD REPRESENTATION AGREEMENT (RIDER W)
Appended to this Code of Conduct as Attachment 1 is the standard representation agreement,
referred to herein as “Rider W.” The terms of Rider W shall be deemed to be incorporated into
any representation agreement, written or oral, between Agent and Writer. Agent and Writer
may negotiate additional provisions in their representation agreement, provided, however, that
(A) no term or condition of such negotiated agreement shall be less favorable to Writer than the
provisions of Rider W; and (B) in the event of a conflict between the negotiated agreement and
Rider W, the provisions of Rider W shall prevail.
SECTION 5 – DISPUTE RESOLUTION
A. The following controversies between the Guild and an Agent shall be resolved by a
neutral arbitrator in accordance with the procedures set forth in the Rules Governing
Arbitration appended as Attachment 2:
1. Any dispute concerning the interpretation of, or the performance of any
obligation under, the Code of Conduct;
2. Any dispute concerning the interpretation of, or the performance of any
obligation under, Rider W;

Exhibit B
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3. Any decision of the Guild to reject an Agent’s application to subscribe to the
Code pursuant to Section 2 above; and
4. Any claim brought by the Guild to suspend or remove an Agent from the list of
subscribing Agents based on an alleged material violation of the Code or Rider
W.
B. An arbitrator selected to hear a dispute under this section shall resolve the entire
controversy. In so doing, the arbitrator shall have authority to fashion an appropriate
remedy, which may include the award of damages, injunctive or declaratory relief, or
imposition of disciplinary action against an Agent, including suspension or removal from
the list of subscribing agents. Upon a finding that the opposing party acted in bad faith,
the arbitrator may also award attorneys’ fees and costs to the prevailing party.
C. The decision of an arbitrator under this section shall be final and binding, and may be
confirmed in any court of competent jurisdiction. In an action to confirm an arbitration
award, the court shall apply substantive law developed under Section 301 of the Labor
Management Relations Act, 29 U.S.C. § 185.
SECTION 6 – MISCELLANEOUS PROVISIONS
A.

This Code of Conduct shall be effective as to each Agent upon the date the Agent
subscribes hereto. This Code of Conduct shall not apply to, nor impair the right of
Agent to receive compensation based on, services rendered by Agent before such
effective date.

B.

In administering the disclosure requirements under subsections 3.C.3. and 3.F.5.
above, the Guild will take into account the more limited staffing and recordkeeping
capacities of smaller agencies.

C.

If any provisions of this Code of Conduct are held to be void or unenforceable, all other
provisions hereof shall remain in full force and effect.

SECTION 7 – TERMINATION OR MODIFICATION
A. This Code of Conduct shall remain in effect for a period of three years after initial
implementation by the Guild. Thereafter, the Guild shall have the right to terminate or
modify the terms of this Code of Conduct upon written notice to all subscribing Agents.
The Guild’s termination or modification shall be effective 90 days after its service of such
notice.
B. A subscribing Agent shall have the right to terminate its obligations under this Code of
Conduct upon written notice to the Guild. The Agent’s termination shall be effective 90
days after its service of such notice.

Exhibit B
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ATTACHMENT 1 TO WGA CODE OF CONDUCT
RIDER W
This standard representation agreement, referred to herein as “Rider W,” is attached to and
made part of the Code of Conduct (“Code”) between Writers Guild of America, West, Inc. and
Writers Guild of America, East, Inc. (collectively, “Guild” or “WGA”) on the one hand and a
subscribing talent agent, either individually or through a talent agency (collectively, “Agent”) on
the other hand. The purpose of the Code and of this Rider W is to regulate the conduct of the
Agent in the representation of writers (“Writers”) with respect to the option and sale of literary
material or the rendition of writing services in a field of work covered by a WGA collective
bargaining agreement (“CBA”).
SECTION 1 – INCORPORATION OF STANDARD TERMS INTO REPRESENTATION
AGREEMENT
By operation of the Code of Conduct, the terms of this Rider W shall be deemed to be
incorporated into any representation agreement (“Representation Agreement”), written or oral,
between Agent and Writer. Agent and Writer may negotiate additional provisions in the
Representation Agreement, provided, however, that (A) no term or condition of such negotiated
agreement shall be less favorable to Writer than the provisions of Rider W; and (B) in the event
of a conflict between the negotiated agreement and Rider W, the provisions of Rider W shall
prevail.
SECTION 2 – TERM AND TERMINATION
A. The term of the Representation Agreement shall not exceed two (2) years.
B. The Representation Agreement may be terminated by Writer during its term for any of the
following causes:
(1)

If Writer is not offered employment which is subject to this Rider W from a
responsible employer with respect to services covered hereunder during any period
in excess of four consecutive months, during all of which time Writer is ready, able
and willing to accept employment. Writer may exercise this right of termination by
written notice served on Agent by certified mail at its primary place of business. The
right of termination under this section shall be deemed waived by Writer if, after
expiration of the four month period but before service of a notice of termination,
Writer accepts an offer of employment by a responsible employer;

(2)

Any material breach by Agent of the provisions of the Code of Conduct or of Agent’s
fiduciary obligations to the Writer;

(3)

If Agent, during any strike by WGA, obtains employment or makes the sale or option
of any literary material for any Writer with a producer or other person as to whom
WGA is on strike;

Exhibit B
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(4)

If Agent represents a writer who has been denied membership in WGA or whose
membership in WGA has been revoked by reason of acts prejudicial to WGA’s
welfare;

(5)

Agent’s removal from the list of agents subscribing to the Code of Conduct, provided
that such removal is final and all applicable appeal rights have been exhausted.

SECTION 3 – COMMISSIONS
A. Agent’s commission shall be limited to ten percent (10%) of Writer’s gross compensation,
including Writer’s profit participation, provided, however, that Agent shall not be entitled to
receive commission on residuals or any other minimum payments to Writers for reuse of a
motion picture under any applicable CBA.
B. Agent’s commission shall be payable when gross compensation is received by the Writer
(including Writer’s loan-out corporation) or the Agent. If the gross compensation is received
by the Agent on behalf of Writer, Agent is authorized to deduct the commission due and
shall promptly remit the remaining compensation to Writer. If the gross compensation is
received by Writer or Writer’s loan-out corporation, Writer shall promptly remit the
commission due to Agent.
C. The following shall apply relating to commissions after termination of the Representation
Agreement between Writer and Agent.

1. An Agent terminated by a Writer having a right to do so (“Terminated Agent”) can
continue to collect commissions on contracts procured and substantially
negotiated prior to such termination or expiration but not on improvements
negotiated after such termination, except to the extent provided in subsection
3.C.2.b.(ii).

2. The following shall apply to direct or indirect renewals, substitutions, replacements,
extensions or modifications of contracts referred to in subsection 3.C.1.

a. In no event, other than as provided in this subsection 3.C.2, will the
Terminated Agent be entitled to receive commissions in excess of the amount
that would have been paid under the contract as it existed at the time of
termination.

b. Agent shall only be entitled to commission renewals, substitutions,
replacements, extensions or modifications if:

(i)

such renewals, substitutions, replacements, extensions or
modifications are negotiated terms of the initial contract negotiated
by Terminated Agent (e.g., the original agreement contained
options for extension of the employment term, and those options
are exercised after termination), in which case Agent shall be
entitled to commission on all employment contemplated by the
original agreement; however, Writer’s new Agent shall have the
right to commission any improvements negotiated by the new
Agent, pursuant to subsection C.4 below; or

Exhibit B
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 Case 2:19-cv-05585 Document 1-2 Filed 06/27/19 Page 10 of 16 Page ID #:69

(ii)

the Writer’s employment terminates within one (1) year after
termination of the Representation Agreement, and the Writer
obtains without any break in employment (except for a production
hiatus) an extended, renewed, replaced, substituted or modified
employment with the same employer (“renewed employment”), in
which case Terminated Agent shall be entitled to commissions for
the shorter of (a) the term of the renewed employment; or (b) one
(1) year after the commencement of the renewed employment. If,
subsequent to termination of an Agent but within the one-year
period set forth in this subsection 3.C.2.b.(ii), the Writer enters into
a representation agreement with a new Agent, which provides for
services and commissions with reference to said renewed
employment, the Terminated Agent’s commission shall be
reduced accordingly, but not below five percent (5%).

3. The Terminated Agent shall continue to be ready, willing, and able to provide
services, with respect to such contracts for which the Agent continues to receive
commission pursuant to subsections 3.C.1 and 3.C.2 above, and upon which the
Agent’s commission is based.

4. If the Writer obtains a new Agent, and the new Agent renegotiates such existing
contract, the new Agent shall be entitled to commission on any excess in amount
of such contract, with the Terminated Agent entitled to the commission on the
existing contract, prior to any improvement, except to the extent provided in
subsection 3.C.2.b.(ii).

5. Terminated Agent’s right, if any, to commissions on profit participations, royalties,
and other continuing payments to the Writer, if any, shall continue regardless of
the termination of the representation with respect to the contract at the time of the
termination.

6. In no case may Writer incur commission obligations totaling in excess of ten
percent (10%) to one or more Agents.
SECTION 4 -- ACCOUNTING
Agent shall not collect monies belonging to Writer unless Agent has prior written authority from
the Writer to do so. All monies belonging to the Writer when received by the Agent shall be
faithfully accounted for by the Agent and promptly paid over to the Writer or as directed by the
Writer, provided, however, that Agent may deduct from such monies any commission payable to
Agent as well as any monies owing from the Writer to the Agent whether for past commission or
for loans made to the Writer or monies advanced for Writer or for his account. Monies
belonging to Writer shall not be commingled with monies belonging to the Agent, but shall be
segregated and kept in a separate account which may be known as “client’s account” or “trust
account” or an account similar in nature. Agent may have one or more of such accounts and
may commingle monies of other clients with the monies of the Writer in such account.

Exhibit B
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SECTION 5 - INFORMATION SHARING
Writer authorizes Agent to provide information to the Guild as required by the Code and
consistent with the Guild’s Working Rules.
SECTION 6 – DISPUTE RESOLUTION
A. The following controversies between Writer and Agent shall be resolved by a neutral
arbitrator in accordance with the procedures set forth in the Rules Governing Arbitration
appended as Attachment 2 to the Code of Conduct:
1. Any dispute concerning the interpretation of, or the performance of any obligation
under, this Rider W;
2. Any dispute concerning the interpretation of, or the performance of any obligation
under, the Code of Conduct;
3. Any dispute regarding commission due to Agent.
B. An arbitrator selected to hear a dispute under this section shall resolve the entire
controversy. In so doing, the arbitrator shall have authority to fashion an appropriate
remedy, which may include the award of damages, injunctive or declaratory relief, or
imposition of disciplinary action against an Agent, including suspension or removal from the
list of subscribing agents. Upon a finding that the opposing party acted in bad faith, the
arbitrator may also award attorneys’ fees and costs to the prevailing party.
C. The decision of an arbitrator under this section shall be final and binding, and may be
confirmed in any court of competent jurisdiction. In an action to confirm an arbitration
award, the court shall apply substantive law developed under Section 301 of the Labor
Management Relations Act, 29 U.S.C. § 185.
SECTION 7 – MISCELLANEOUS PROVISIONS
A. This Rider W shall be effective as to each Agent upon the date the Agent subscribes to the
Code of Conduct, and shall be deemed to be incorporated into any Representation
Agreement then in effect between Agent and any Writer.
B. If any provisions of this Rider W are held to be void or unenforceable, all other provisions
hereof shall remain in full force and effect.

Exhibit B
Page 69

 Case 2:19-cv-05585 Document 1-2 Filed 06/27/19 Page 12 of 16 Page ID #:71

C. Agent acknowledges that he has complied with all licensing requirements of any state in
which he is conducting business.
WRITER AND AGENT HEREBY AGREE TO THE FOREGOING:

DATED:

By
AGENT

DATED:

By
WRITER

THIS RIDER W TO A REPRESENTATION AGREEMENT HAS BEEN APPROVED AS TO
FORM BY THE LABOR COMMISSIONER OF THE STATE OF CALIFORNIA ON
____________.
THIS RIDER W HAS BEEN APPROVED AS TO FORM AND CONTENT BY THE WRITERS
GUILD OF AMERICA.

Exhibit B
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ATTACHMENT 2 TO WGA CODE OF CONDUCT
RULES GOVERNING ARBITRATION
The following Rules Governing Arbitration (“Rules”) govern arbitrations arising under Section 5
of the WGA Code of Conduct (“Code”) and Section 5 of the Standard Representation
Agreement (“Rider W”). The Rules incorporate by reference the Code and Rider W, including
the terms defined therein.
SECTION 1 – EXCLUSIVITY
A. The arbitration procedures established by these Rules shall be the exclusive method for
resolving any and all controversies as defined in Section 5.A. of the Code and Section
5.A. of Rider W.
B. The arbitrator shall have the power to rule on his or her own jurisdiction, including any
questions of procedural arbitrability and any objections with respect to the existence,
scope, or validity of the arbitration agreement.
C. The arbitrator shall also have the power to determine the existence or validity of a
contract of which the arbitration clause contained in the Code, Rider W, or these Rules
forms a part. Such an arbitration clause shall be treated as an agreement independent
of the other terms of the contract. A decision by the arbitrator that the contract is null
and void shall not for that reason alone render invalid the arbitration clause.
SECTION 2 – CLAIM
A. A complainant initiates an arbitration under these Rules by serving a Claim on the
respondent.
B. A Claim seeks resolution of a controversy as defined in Section 5.A. of the Code or
Section 5.A. of Rider W.
C. The Claim shall be in writing and contain the following information: (i) the complainant’s
name; (ii) the complainant’s address; (iii) a brief written statement of the Claim and the
relief sought; and (iv) the name of the respondent.
D. A Claim must be served on the respondent within two years from the date the
complainant obtained knowledge of the facts upon which the Claim is based, but no later
than four years from the date of the occurrence of the facts upon which the Claim is
based.
E. Any Claim brought by an Agent against a Writer under Section 5.A. of Rider W shall
concurrently be served on the Guild. The Guild may but is not required to participate as
a party in the proceeding.

Exhibit B
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SECTION 3 – COUNTERCLAIM
A. The respondent may serve a Counterclaim on the complainant, which must be in writing
and contain the same information as a Claim.
B. A Counterclaim seeks resolution of a controversy as defined in Section 5.A. of the Code
or Section 5.A. of Rider W.
C. A Counterclaim must be served within two years from the date the respondent obtained
knowledge of the facts upon which the Counterclaim is based, but no later than four
years from the date of the occurrence of the facts upon which the Counterclaim is based.
D. Any Counterclaim brought by an Agent against a Writer shall concurrently be served on
the Guild. The Guild may but is not required to participate as a party in the proceeding.
SECTION 4 – ARBITRATOR
A. AUTHORIZED LIST OF ARBITRATORS
1. The Claim and, if applicable, the Counterclaim, shall be submitted to a sole neutral
arbitrator (“Arbitrator”) selected from the applicable authorized list of arbitrators
(“Authorized List”):
LOS ANGELES:
•

Christopher David Ruiz Cameron

•

Paul Crost

•

Catherine Fisk

•

Fredric R. Horowitz

•

Barry Winograd

NEW YORK:
•

Howard Edelman

•

Susan McKenzie

•

George Nicolau

•

Joan Parker

•

Janet Spencer

Exhibit B
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2. The Los Angeles Authorized List shall apply if the Writers Guild of America, West,
Inc. (“WGAW”) or a WGAW-represented Writer is a party to the arbitration. The New
York Authorized List shall apply if the Writers Guild of America, East, Inc. (“WGAE”)
or a WGAE-represented Writer is a party to the arbitration. Where both the WGAW
and WGAE (or both WGAW- and WGAE-represented Writers) are parties to the
arbitration, the WGAW and WGAE shall decide which Authorized List applies.
3. Only an Arbitrator from the Authorized List shall have authority to adjudicate a Claim
or Counterclaim or any issue arising in connection therewith.
4. The Guild may amend the Authorized Lists from time to time in its discretion and
upon notice to the subscribing Agents.
B. ARBITRATOR SELECTION
1. The parties shall select the Arbitrator from the applicable Authorized List within ten
(10) business days of service of the Claim on the respondent. In the event the
parties cannot mutually agree upon an Arbitrator from the Authorized List, the parties
shall alternate in striking a name from the Authorized List until one (1) arbitrator’s
name remains (“Strike Process”). The Arbitrator whose name remains shall be the
Arbitrator. The complainant shall make the first strike. In the event that one of the
parties fails to participate in the Strike Process, or fails to strike in order or timely, the
other party may unilaterally select the Arbitrator.
2. The parties may agree in writing to extend the time period to select the Arbitrator.
The extension will no longer be deemed effective if either party gives written notice to
the other, in which case the parties shall select an arbitrator within ten (10) business
days of service of the notice.
SECTION 5 – HEARING
A. If the WGAW or a WGAW-represented Writer is a party to the arbitration, the hearing
shall be held in Los Angeles. If the WGAE or a WGAE-represented Writer is a party to
the arbitration, the hearing shall be held in New York City. Where both the WGAW and
WGAE (or both WGAW- and WGAE-represented Writers) are parties to the arbitration,
the WGAW and WGAE shall decide whether the hearing will be held in Los Angeles or
New York City.
B. After consulting with the parties as to their availability, the Arbitrator shall order a hearing
on the Claim and, if applicable, the Counterclaim. Absent extenuating circumstances,
the hearing shall commence within 60 days of the selection of the arbitrator and shall
conclude within 60 days after the first day of hearing.
C. The Arbitrator shall have the authority to issue subpoenas to compel the attendance of
witnesses and/or the production of documents. Subpoenas duces tecum may be made

Exhibit B
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returnable on a specified date (no less than 20 days after service of the subpoena)
before the arbitration hearing. Upon good cause shown, the Arbitrator shall have
discretion to permit other pre-hearing discovery, including the taking of oral depositions.
D. At the hearing, each party shall have the right to present any evidence that is relevant
and material to the Claim or Counterclaim. The parties shall have the right to submit
post-hearing briefs.
E. The complainant has the burden of proving its Claim by a preponderance of the
evidence. The respondent has the burden of proving its Counterclaim by a
preponderance of the evidence.
SECTION 6 – DECISION
A. The Arbitrator shall be expected to render a written decision within 30 days of the
conclusion of the hearing.
B. The Arbitrator shall not have the jurisdiction or the authority to add to, subtract from, or
alter in any way the Code, Rider W, or these Rules.
C. The Arbitrator’s award shall be final and binding on the parties.
SECTION 7 – ARBITRATION COSTS
The costs of the arbitration, including the arbitrator’s fee and court reporter’s fee, shall be
equally split among the parties, unless the Arbitrator’s award specifies otherwise.
SECTION 8 – LAW GOVERNING THE ARBITRATION
A. An arbitration governed by these Rules shall be subject to the laws of the state in which
the arbitration hearing is held, unless otherwise provided in the Code or Rider W.
B. Arbitrations subject to the laws of the State of California shall be held pursuant to
Section 1700.45 of the California Labor Code. Accordingly, the complainant shall give
reasonable written notice to the California Labor Commissioner of the time and place of
the arbitration hearing, and the Labor Commissioner or his or her authorized
representative has the right to attend the arbitration hearing. Section 1700.44 of the
California Labor Code shall not govern arbitrations subject to these Rules.
SECTION 9 – SERVICE
A. A Claim or Counterclaim must be served by certified mail or by personal delivery. All
other notices or papers shall be served by email.
B. A petition to confirm, modify, or vacate an arbitration award in any court of competent
jurisdiction shall be served upon the respondent by certified mail or personal delivery.

Exhibit B
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Exhibit C

Exhibit C
Page 75

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ATA COMPREHENSIVE PROPOSAL TO WGA – APRIL 10, 2019
Association of Talent Agents (“ATA”) makes the following proposal for a new Agreement to
replace the Artists’ Managers’ Basic Agreement of 1976 (“AMBA”). The proposal addresses the
relationship between talent agencies and their agents, and any writer client represented by the
Writers’ Guild of America—East (“WGAE”) and Writers’ Guild of America West (“WGAW,”
and collectively with WGAE, the “Guild”) in the fields of work covered by the Writers Guild of
America Theatrical and Television Basic Agreement (“MBA”), as periodically renegotiated
(“Writer”).
The proposal below is in contract language. ATA reserves the right to make additional or
different proposals as negotiations progress.
ATA proposes as follows:
RECITALS
Whereas, WGAE is a non-profit New York corporation and WGAW is a non-profit California
corporation, and both are labor organizations whose members consist of persons engaged in
rendering services as writers in the fields of television or motion pictures (including OTT and
other internet-delivered serial motion pictures or motion pictures), and in the sale of literary
material; and
Whereas the Guild by agreement of WGAE and WGAW acts as one organization and therefore
unless indicated separately in this agreement shall be referred to collectively as the Guild; and
Whereas ATA is a non-profit California corporation whose membership consist of persons,
including talent agencies, acting as talent agents (collectively, “Agents”), for various persons,
including, but not to limited to, Writers; and
Whereas ATA and the Guild wish to document certain basic provisions by which subscribing
Agents shall provide services to their Writer clients;
Now, therefore, the following shall be the agreement between ATA on the one hand and the
Guild on the other, and shall also be an agreement with such Agents as may subscribe hereto and
by such subscription assume the obligations hereof:
AGREEMENT BETWEEN ATA AND WGA
SECTION 1 – SCOPE
This agreement, including all attachments hereto (“Agreement”), shall be limited to the Agent’s
representation of Writers with respect to the option and license, sale or other disposition
(hereinafter “Sale”) of literary material or the rendition of writing services in a field of work
covered by a Guild collective bargaining agreement (“CBA”). The provisions of the Agreement
shall not apply to the Agent’s representation of a Writer with respect to the Writer’s non-writing
services or other services not covered by a Guild CBA or as to which the Guild is not the

1

Exhibit C
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exclusive bargaining representative, or to the Sale of literary material in a medium not covered
by a Guild collective bargaining agreement.
This Agreement shall apply to the ATA and any Agent who elects to subscribe to its terms.
SECTION 2 – SUBSCRIBING TO THE AGREEMENT
An Agent seeking to subscribe to the Agreement shall be in good standing with the pertinent
licensing authority(s), and shall sign a form [to be drafted] agreeing to be bound by the terms of
this Agreement.
When a talent agency subscribes as an Agent to this Agreement, the terms of the Agreement
shall apply to all work performed by the talent agency on behalf of Writers.
Nothing herein shall require the Guild to compel its members to be represented by subscribing
Agents, nor shall anything herein require any of ATA’s members to become subscribing Agents.
SECTION 3 – STANDING COMMITTEE
A standing committee comprised of not less than 6 members each from ATA (or ATA members)
and the Guild shall be appointed to monitor compliance with this Agreement and to recommend
any proposed changes, modifications, and amendments hereto. The standing committee shall
meet no less than quarterly and shall provide written reports to the boards of the Guild and ATA
within a reasonable time after meeting. ATA and the Guild shall meet within the same quarter
after receiving any recommended changes, modifications or amendments to consider in good
faith whether such recommendations should be implemented.
SECTION 4 – STANDARDS FOR AGENTS IN PROVIDING SERVICES SUBJECT TO
THE AGREEMENT
A.

AGENT-WRITER RELATIONSHIP
1.

Agent shall at all times during the representation of a Writer act as a fiduciary of
Writer, and shall comply with all fiduciary duties imposed on the Agent by statute
or common law.

2.

Agent shall promptly disclose to Writer all bona-fide offers regarding employment
or Sale of literary material, unless the Writer has advised, or the Agent knows with
reasonable certainty, that the Writer would not consider or be able to accept such an
offer given the totality of the circumstances.

3.

At the written request of the Writer, Agent shall, as soon as reasonably practicable,
following such request:
a. provide the Writer, in writing, information stating what active submissions the
Agent has made on the Writer’s behalf within the past six months;

2

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b. inform the Writer of the status of all negotiations made on behalf of the Writer
within the past six months; and
c. provide the Writer with a copy of all executed written agreements (to the extent
such agreements are in Agent’s possession) with respect to the engagement of
or sale of rights by such client.

B.

4.

Agent shall use commercially reasonable efforts to maintain the confidentiality of
its client’s confidential information, and such efforts shall in no event be less than
the efforts the Agent uses to maintain its own confidential information. This duty
shall be subject to customary and necessary exceptions (e.g., Writer authorizes
disclosure, disclosure is required by law, disclosure is required in connection with
sale of an agency, etc.), with appropriate precautions taken to prevent the disclosure
of confidential information.1

5.

Prior to submitting a Writer for employment on a project, Agent shall notify Writer
if the Agent knows the employer or producer has not yet secured underlying rights
necessary for the employer or producer to produce the project (i.e, there is no
signed agreement and/or the chain of title has not been cleared). If the Agent learns
after submitting Writer for employment on a project that the employer or producer
had not secured underlying rights, he shall promptly notify Writer. An Agent shall
not be required to disclose information the Agent is otherwise required to keep
confidential (e.g., confidential information belonging to another client) in order to
comply with this provision.

6.

Agent shall be responsive and professional in communicating with Writer.

DISCLOSURE OF POTENTIAL CONFLICTS OF INTEREST
1. Agent shall make the disclosures required elsewhere under this Agreement.
2. In addition, Agent shall disclose any actual conflict of interest by the Agency that
employs him or her, known by the Agent and not otherwise known by such Writer
or addressed in this Agreement, which a reasonable Writer would consider
material in evaluating a proposed engagement or sale of rights on the Writer’s
behalf.
3. Agent’s concurrent representation of multiple Writers (and/or a Writer and other
clients, such as a director, actor, or producer) employed or submitted for
employment on the same project shall not be deemed a conflict of interest
prohibited by this agreement. Upon request by a Writer, Agent shall disclose to
the Writer the names of other clients represented by Agent who actually are
employed on a project.

1

The exact exceptions can be spelled out in a final negotiated long-term agreement.

3

Exhibit C
Page 78

 Case 2:19-cv-05585 Document 1-3 Filed 06/27/19 Page 5 of 25 Page ID #:80

C.

ENFORCEMENT OF CBA AND WRITER’S INDIVIDUAL WRITING
AGREEMENTS
1.

Agent shall not encourage Writer to violate any provision of a CBA.

2.

During the course of negotiations for potential engagement or sale of rights, Agent
shall represent the Writer’s best interests and shall use reasonable efforts to:
a. timely obtain compensation for the Writer for all services performed by the
Writer;
b. advise the Writer of the disadvantages of performing uncompensated or
speculative services; and
c. advise the Writer if the Agent knows of any unlawful hiring or other
employment practices by the person or entity engaging the Writer, that
reasonably could be expected to materially and adversely affect the Writer or
that Writer’s interests.

3.

Once engagement or Sale of literary rights has been procured for a Writer, an
Agent shall use reasonable efforts to:
a. monitor the contractual deadline for the payment of compensation to the Writer
in connection therewith;
b. notify the Writer as soon as reasonably practicable after discovery of any
material uncured default in the timing or amount of such payment;
c. notify the counterparty of any such default as soon as reasonably practicable
following a request therefor by the Writer; and
d. timely advise the Writer of his or her right to inform the Guild of any such
uncured material breach (and provide such notice to the Guild if the Writer, in
writing, requests the Agent do so).

D.

4.

Agent shall cooperate fully with the Guild in any investigation or contract
enforcement action undertaken on behalf of a Writer, provided the Writer consents.
Agent shall not be required to breach legal duties to other clients to comply with
this obligation.

5.

Agent shall not encourage Writer to violate any Guild rule.

ACCOUNTING TO CLIENT
1.

All monies payable or otherwise belonging to the Writer which are received by
Agent: (i) shall be faithfully accounted for by the Agent; (ii) shall be held in trust
on behalf of such Writer in a trust account until disbursed to, or at the express

4

Exhibit C
Page 79

 Case 2:19-cv-05585 Document 1-3 Filed 06/27/19 Page 6 of 25 Page ID #:81

written direction or authorization of, the Writer; and (iii) shall not be commingled
with any monies belonging to the Agent.

E.

2.

Monies (other than monies received by the Agent in escrow or which are otherwise
to be held by the Agent in accordance with any applicable agreements to which the
Writer is a party or that the Agent is legally required to withhold (e.g., wage
garnishment or levy)) shall be paid to the Writer or his/her designee as directed or
authorized by the Writer in writing as soon as reasonably practicable after receipt
thereof by the Agent, provided that the Agent shall be permitted to first deduct
from such monies any commission payable to the Agent by such Writer or any
other monies owing from such Writer to the Agent.

3.

Agent shall provide timely statements of client earnings to Writers.

NON-DISCRIMINATION AND INCLUSION
1.

Agent shall comply with all applicable anti-discrimination laws in its representation
of Writers.

2.

Agent shall not refuse to represent any Writer on the basis of such Writer’s
membership in a protected class, including, but not limited to, race, color, religion,
creed, national origin, sex, sexual orientation, gender identification, marital status,
military or veteran status, disability or medical condition.

3.

Agent shall not, without prior disclosure to Writer, procure any employment where
there is a reasonable basis to believe that the Writer will be subjected to a hostile
work environment or other forms of workplace harassment. Agent shall not
schedule or refer Writer to a meeting regarding potential employment in a hotel
room or other location reasonably believed by Agent to pose a threat to Writer’s
personal safety.

4.

Agent shall use good faith efforts to ensure the referral of qualified diverse Writers
for any open writing assignment.

5.

An Agent who is a talent agency shall consult with its employees and members
who represent Writers regarding diversity as an important factor in the selection,
representation, and referral of Writers. ATA will establish a standing working
group to collaborate with the Guild and other industry leaders to enhance initiatives
respecting multiculturalism, diversity, and the inclusion of historically
underrepresented groups, and to consider new initiatives in this regard. The
working group shall advise the Guild as to the systematic efforts currently
undertaken by Agents, and the Guild shall advise the working group respecting the
work currently being undertaken by the Guild. ATA membership shall provide
meaningful financial and human resources in support of such working group’s
efforts and this collaboration.

5

Exhibit C
Page 80

 Case 2:19-cv-05585 Document 1-3 Filed 06/27/19 Page 7 of 25 Page ID #:82

6.

Agent shall consult with Writers who are in a position to engage other talent (e.g.,
showrunners) regarding diversity as a factor to be considered in the Writer’s
selection of talent.

SECTION 5 – AGENT COMPENSATION
A.

B.

COMMISSION COMPENSATION
1.

Any commission charged or collected by Agent in consideration for procuring the
employment of a Writer shall not exceed ten percent (10%) of Writer’s gross
compensation, including Writer’s profit participation.

2.

Other than as permitted by this Agreement, Agent shall not derive any revenue or
other benefit from a Writer’s employment on a motion picture project, other than a
percentage commission based on the Writer’s compensation or fee.

3.

Nothing in this provision is intended to prohibit Agent from obtaining
reimbursement from a Writer for actual out-of-pocket expenses advanced on behalf
of the Writer at the Writer’s request, or to prevent Agent from receiving
compensation for work performed on behalf of clients other than Writers or in areas
outside the scope of this Agreement.

TELEVISION PACKAGE COMPENSATION
1.

Agent shall be permitted to receive compensation from persons other than a Writer
in connection with a packaged television program (including OTT and other
internet-delivered serial motion pictures). If an Agent receives compensation from,
or in connection with, a packaged television program from a studio, producer, or
other employer of Writers on a packaged television program, then the Agent shall
receive no commissions on the compensation of the Writer for that Writer’s writing
services or literary ideas or materials supplied to such packaged television program.

2.

In the event the Agent receives compensation for a packaged television program as
described in (B)(1), the Agent shall not receive commission on the compensation of
any other Writer client of the Agent for his or her services on the packaged
television program. In addition, the following shall, apply:
a. For new television series, which commence series principal photography during
the term of this Agreement, Agent will direct 1% of the Agent’s portion of
back-end television package compensation (if any) on such new series as
follows:
i. 0.8% to be allocated to lower- and mid-level television Writers not
participating in the series’ profits [mechanics around determining vesting,
determining which writers will participate, payment administration, and
specifics of how compensation shall be allocated, to be determined]

6

Exhibit C
Page 81

 Case 2:19-cv-05585 Document 1-3 Filed 06/27/19 Page 8 of 25 Page ID #:83

ii. 0.2% to industry-wide initiatives targeted to addressing diversity and
inclusion of historically underrepresented artists through a third-party fund
(with the intent of this specific amount to benefit historically
underrepresented Writers specifically) [mechanics around payment
administration, management, and specifics of how compensation shall be
allocated, to be determined]
iii. ATA will develop a mechanism to ensure accuracy of accounting of the
amounts payable herein.
b. ATA member Agents who participate in packaging will collectively contribute
$2 million per year for three years, for a total of $6 million, to the industry
initiatives targeted to addressing diversity and inclusion of historically
underrepresented artists. This $6 million shall not be recoupable against the
amounts received pursuant to section 5.B.2.a above.
3.

Agent shall be permitted to procure employment for a Writer on a packaged
television program so long as:
a. The Writer and the Writer’s ideas and material are the sole initiating element of
the package, and the Writer consents to the program being packaged; or
b. Agent adds a Writer as a packageable element to an existing package, and the
Writer consents to participation in the packaged television program; or
c. Agent adds a Writer as a member of the writing staff to a television program
packaged by the Agent, and the Writer consents to participation in the packaged
television program; or
d. Agent adds a packageable element to an existing television program where the
Agent had not previously secured a package, and the Agent informs all Writer
clients staffed on the television program of the new package as soon as
reasonably practicable after the package is in place.

4.

Agent will, upon request, provide a Writer designated to be a packageable element
of a packaged television program with the material terms of the agreement
containing the terms of the Agent’s package agreement.

5.

A Writer shall have the right to know all facts known by the Agent that are
reasonably necessary for the Writer to make an informed choice as to whether to
participate in a packaged television program.

6.

Prior to submitting a Writer to a project where the Agent has already been granted a
packaging fee at the time of submission, Agent shall:
a. Inform the Writer of the existence of the package;

7

Exhibit C
Page 82

 Case 2:19-cv-05585 Document 1-3 Filed 06/27/19 Page 9 of 25 Page ID #:84

b. Advise the Writer that she/he may choose whether to be submitted to the
packaged project; and
c. Receive the Writer’s consent to proceed with such submission, but only after
informing the Writer of the foregoing.
7.
C.

Absent the Writer’s specific authorization, no Writer’s agreement or pitch will be
delayed due to agency package negotiations.

MOTION PICTURE SERVICES COMPENSATION
1.

Agent shall be permitted to perform motion picture consulting, financing, and sales
services and receive fixed and/or contingent compensation therefrom.

2.

In the event a Writer retains the Agent to perform these services, the Agent shall
fully disclose the relevant fees prior to commencing such services, and the Writer
may choose whether to proceed with the Agent’s performance of services. On a
quarterly basis, Agent shall provide the Guild with a list of motion pictures, if any,
that fall within this paragraph 5.C.2, including the name of the Writer and the
motion picture project.

3.

In instances where Agent is retained to provide services by someone other than the
Writer described below (e.g., a third-party producer, financier, production company,
or another Writer), Agent shall make the following disclosures to its Writer clients
in the following circumstances.
a. In the event Agent is retained (by someone other than Writer) to perform these
services prior to the engagement of Writer on the motion picture project, the
Agent shall fully disclose to the Writer the existing consulting, financing, or
sales services arrangement, including the relevant fees payable to the Agent.
b. In the event Agent is retained (by someone other than Writer) on a project and
Agent represents a Writer on the project as an attached element (e.g., a pitch
created by Writer prior to the commencement of writing services, or if a Writer
is attached to adapt pre-existing intellectual property, or a pre-existing script
owned or controlled by a third party), where the Agent is taking the project to
market before the Writer has commenced any work, the provisions of 5.C.3.a.,
above shall apply.

SECTION 6 – AFFILIATE RELATIONSHIPS
1.

Agent shall be permitted to represent a Writer in connection with the engagement
by or Sale of rights to an affiliated entity, so long as, prior to the submission of
such Writer by the Agent for such engagement or sale of rights:
a. the Agent informs such Writer of the existence and nature of the Agent’s
relationship with such affiliated entity;

8

Exhibit C
Page 83

 Case 2:19-cv-05585 Document 1-3 Filed 06/27/19 Page 10 of 25 Page ID #:85

b. the Agent advises such Writer that the Writer has no obligation to be submitted
to or accept engagement by or undertake to sell rights to such affiliated entity;
c. the Agent advises the Writer of his or her right to have the material or services
offered to other bona-fide production entities simultaneously with offering the
material or services to the affiliate;
d. the Agent advises the Writer that the Writer may seek independent counsel in
connection with the applicable project, at any point in the process prior to the
Writer entering a transaction with an affiliate; and
e. the Writer, after being informed of the foregoing, gives consent to such
submission, engagement, or sale transaction.
2.

Agent shall not be permitted to represent a Writer in connection with the
engagement by or Sale of rights to an affiliated entity unless:
a. the Agent reasonably believes that such engagement or sale of rights is in the
best interests of such Writer;
b. the terms of such engagement or sale of rights are negotiated in good faith and
on an arm’s-length basis;
c. the Agent and its affiliated entity are each in compliance with the following:

3.

i.

the individuals primarily involved in the day-to-day operations of the
Agent are different than the individuals primarily involved in the day-today operations of the affiliated entity, and vice versa;

ii.

the Agent, including any individual primarily involved in the day-to-day
operations of the Agent, does not participate in any of the affiliated
entity’s decisions regarding the engagement of or sale of rights other than
in the Agent’s capacity as a representative of its clients consistent with the
fiduciary duties to such clients;

iii.

the Agent maintains the confidentiality of its clients’ confidential
information from such affiliated entity, in the same manner it maintains
the confidentiality of such information from an unaffiliated entity; and

iv.

the Agent creates and makes available a written conflicts policy reflecting
the above, and has annual training on conflicts for all employees
representing Writers.

No Writer shall be required (formally or informally) to work with an Agent’s
affiliates. In the event that a Writer advises the Writer’s Agent that the Writer does
not want to be submitted to, or be engaged by, or sell rights to, an affiliated entity,
the Agent shall follow the Writer’s directive, and such election by the Writer shall
have no detrimental impact on the Agent’s representation of such Writer.
9

Exhibit C
Page 84

 Case 2:19-cv-05585 Document 1-3 Filed 06/27/19 Page 11 of 25 Page ID #:86

4.

Agent may not use the fact that a Guild investigation involves an affiliate of the
Agent as a basis for its refusal to cooperate in such investigation.

SECTION 7 – RELATIONSHIP WITH GUILD
A.

ATA’S AND SUBSCRIBING AGENT’S OBLIGATIONS TO GUILD
1.

Agent shall provide the Guild with copies of all representation agreements with
Writer.

2.

Pursuant to the consent provided in Rider W, Agents will provide the Guild with
copies of final executed contracts exclusively for writer services between Writers
and a Guild signatory employer within ten (10) business days of coming into
possession of such agreements. For the avoidance of doubt, Agents will not be
obligated to obtain these contracts from third parties; the obligation extends only to
contracts in the Agents’ possession.

3.

Pursuant to the consent provided in Rider W, ATA will work together in good faith
with the Guild to develop a mechanism to timely provide the Guild with available
data from Agents’ applicable booking information for writer services. The stated
goal of the Parties is to develop a commercially reasonable solution, that is
appropriate to Agent size and does not impose undue costs, that could automate the
sharing of such data from ATA member Agent to the Guild.

4.

In developing and administering this Section 7.A, the Parties shall take into account
the more limited staffing and recordkeeping capacities of smaller agencies.

5.

The obligations in Section 7.A.2 and 7.A.3 do not apply with regard to any Writer
who instructed the Writer’s Agent not to provide such information.

6.

Insofar as the notifications to the Guild contained in this section 7.A require the
provision of confidential information relating to a specific Writer, the Guild shall
use reasonable efforts to maintain the confidentiality of the information and such
efforts shall in no event be less than the efforts the Guild uses to protect its own
confidential information. The Guild shall maintain and use such information
subject to its duty of fair representation, provided that nothing in this paragraph
shall prohibit the Guild from aggregating the data in a manner that does not
disclose the confidential information of a particular Writer.

7.

ATA members and the Guild will form a standing committee to meet regularly to
share trends in writer contracts, including information regarding new forms of
agreements, studio practices, and similar issues of mutual concern, and to address
any matters of concern regarding enforcement of the MBA.

8.

If requested, ATA and members will continue to actively participate in the Guild’s
diversity and inclusion programs.

10

Exhibit C
Page 85

 Case 2:19-cv-05585 Document 1-3 Filed 06/27/19 Page 12 of 25 Page ID #:87

9.
B.

ATA will serve as a resource to assist the Guild in advance of, and in connection
with, its collective bargaining negotiations.

GUILD’S OBLIGATIONS TO ATA
1.

Guild shall encourage its members to engage diverse writers.

2.

Guild and ATA shall cooperate to develop annual reporting that is shared both
ways (Guild to ATA, and ATA to Guild) regarding diversity efforts and reflecting,
through anonymized data, the employment history of Writers, broken down by
membership in statutorily protected-classes (to the extent a Writer wishes to be
identified within a protected class), represented by the Guild and ATA members,
respectively.

SECTION 8 – STANDARD REPRESENTATION AGREEMENT (RIDER W)
Appended to this Agreement as Attachment 1 is the standard representation agreement, referred
to herein as “Rider W.” The terms of Rider W shall be deemed to be incorporated into any
representation agreement, written or oral, between Agent and Writer. Agent and Writer may
negotiate additional provisions in their representation agreement, provided, however, that (A) no
term or condition of such negotiated agreement shall be less favorable to Writer than the
provisions of Rider W; and (B) in the event of a conflict between the negotiated agreement and
Rider W, the provisions of Rider W shall prevail.
SECTION 9 – DISPUTE RESOLUTION
A.

The following controversies between ATA and the Guild shall be resolved by a neutral
arbitrator in accordance with the procedures set forth in the Rules Governing
Arbitration appended as Attachment 2:
1.

B.

C.

Any dispute arising out of or relating to this Agreement or the obligations of ATA
or the Guild thereunder.

The following controversies relating to a dispute between a Writer and a subscribing
Agent shall be resolved by a neutral arbitrator in accordance with the procedures set
forth in the Rules Governing Arbitration appended as Attachment 2:
1.

Any dispute arising out of or relating to an Agent’s performance or breach of its
obligations to a Writer or the Guild under this Agreement.

2.

Any claim brought by the Guild to suspend or remove an Agent from the list of
subscribing Agents based on an alleged material violation of the Agreement or
Rider W.

3.

Any claim between a Writer and an Agent pursuant to Rider W.

An arbitrator or arbitrators selected to hear a dispute under this section shall resolve the
entire controversy. In so doing, the arbitrator shall have authority to fashion an

11

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 Case 2:19-cv-05585 Document 1-3 Filed 06/27/19 Page 13 of 25 Page ID #:88

appropriate remedy, which may include, to the extent described and permitted by the
Rules Governing Arbitration, the award of damages, injunctive or declaratory relief, or
other appropriate penalties or compensation.
D.

The decision of an arbitrator or arbitrators (except to the extent provided in the appellate
procedures described in the Rules Governing Arbitration) under this section shall be
final and binding, and may be confirmed in any court of competent jurisdiction.

SECTION 10 – MISCELLANEOUS PROVISIONS
A.

This Agreement shall be effective as to each subscribing Agent upon the date the Agent
subscribes hereto. This Agreement shall not apply to, nor impair the right of Agent or
Agent to receive compensation based on, services rendered by Agency or Agent before
such effective date.

B.

The Parties acknowledge that there are substantial differences in opinion between the
Guild and the ATA regarding the scope of the Guild’s legal authority to regulate
Agents, including in areas covered by this Agreement. This Agreement represents a
compromise of the Parties’ respective positions, and the inclusion or absence of a
provision in this Agreement shall not constitute a waiver of each Parties’ respective
legal positions, which are reserved.

C.

If any provisions of this Agreement are held to be void or unenforceable, all other
provisions hereof shall remain in full force and effect.

SECTION 11 – TERM AND TERMINATION
A.

The term of the Agreement shall be four years and shall continue thereafter unless
terminated by either the Guild or the ATA.

B.

Termination shall be effective 180 days after written notice of termination is delivered.

C.

In the event that either party gives timely notice of termination, the Guild and the ATA
agree to negotiate in good faith for a successor agreement during the period between the
notice and the effective date of the termination.

D.

A subscribing Agent shall have the right to terminate its obligations under this
Agreement (i.e., withdraw from subscription status) upon written notice to the Guild
and ATA. The Agent’s termination shall be effective 60 days after its service of such
notice.

E.

During the term, no party shall take any step that would, directly or indirectly, affect
this contract, Rider W, or any relationship of the parties to this Agreement, or of any
subscribing Agent and any Writer, in any way, or which may or will tend to otherwise
affect any rights of the Guild, ATA, or any then subscribing Agents to contract or deal
freely with one another in connection with the subject matter of this Agreement in any
way, or which will in any way subject subscribing Agents to any discrimination or
discipline other than as provided by this Agreement. This rule shall apply regardless of
12

Exhibit C
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 Case 2:19-cv-05585 Document 1-3 Filed 06/27/19 Page 14 of 25 Page ID #:89

whether the action taken purports to be effective before or after the termination of this
Agreement. Neither Guild nor ATA will evade, circumvent, or violate, or seek to do so,
the provisions of this paragraph directly or indirectly, and the attempt to do so shall
constitute bad faith under this Agreement.

13

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 Case 2:19-cv-05585 Document 1-3 Filed 06/27/19 Page 15 of 25 Page ID #:90

ATTACHMENT 1 TO WGA ATA AGREEMENT
RIDER W
This standard representation agreement, referred to herein as “Rider W,” is attached to and made
part of the agreement (“Agreement”) between Writers Guild of America, West, Inc. and Writers
Guild of America, East, Inc. (collectively, “Guild” or “WGA”) on the one hand and the
Association of Talent Agents (“ATA”), and any subscribing talent agent or talent agency
(collectively, “Agent”), on the other hand. This Rider W shall apply to Writers and Agents with
respect to the option and sale of literary material or the rendition of writing services in a field of
work covered by a WGA collective bargaining agreement (“CBA”).
SECTION 1 – INCORPORATION OF STANDARD TERMS INTO REPRESENTATION
AGREEMENT
By operation of the Agreement, the terms of this Rider W shall be deemed to be incorporated
into any representation agreement (“Representation Agreement”), written or oral, between Agent
and Writer. Agent and Writer may negotiate additional provisions in the Representation
Agreement, provided, however, that (A) no term or condition of such negotiated agreement shall
be less favorable to Writer than the provisions of Rider W; and (B) in the event of a conflict
between the negotiated agreement and Rider W, the provisions of Rider W shall prevail.
SECTION 2 – TERM AND TERMINATION
A.

The term of the Representation Agreement shall not exceed two (2) years.

B.

The Representation Agreement may be terminated by Writer or Agent during its term
for any of the following causes:
1.

If Writer is not offered employment which is subject to this Rider W from a
responsible employer with respect to services covered hereunder during any period
in excess of four consecutive months, during all of which time Writer is ready, able
and willing to accept employment. Writer or Agent may exercise this right of
termination by written notice served on Agent by certified mail at its best known
address. The right of termination under this section shall be deemed waived by
Writer or Agent if, after expiration of the four month period but before service of a
notice of termination, Writer accepts an offer of employment by a responsible
employer;

2.

Any uncured material breach by Agent of the provisions of the Agreement or of
Agent’s fiduciary obligations to the Writer;

3.

If Agent, during any strike by WGA, obtains employment or makes the sale or
option of any literary material for any Writer with a producer or other person as to
whom WGA is on strike;

14

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 Case 2:19-cv-05585 Document 1-3 Filed 06/27/19 Page 16 of 25 Page ID #:91

4.

If Agent represents a writer who has been denied membership in WGA or whose
membership in WGA has been revoked by reason of acts prejudicial to WGA’s
welfare;

5.

Agent’s removal from the list of agents subscribing to the Agreement, provided that
such removal is final and all applicable appeal rights have been exhausted.

Termination shall not affect the obligation of the Writer to pay commission to the Agent after
such termination as described in Section 3, below.
SECTION 3 – COMMISSIONS
A.

Agent’s commission shall be limited to ten percent (10%) of Writer’s gross
compensation, including Writer’s profit participation. In the event a Writer is part of a
packaged television program for which the Agent receives package compensation,
Agent will not charge the Writer commission for work performed on the packaged
television program.

B.

Agent’s commission shall be payable when gross compensation is received by or on
behalf of the Writer (including Writer’s loan out corporation), including receipt by the
Agent. If the gross compensation is received by the Agent on behalf of Writer, Agent is
authorized to deduct the commission due (and any other monies owing from Writer to
the Agent) and shall promptly remit the remaining compensation to Writer. If the gross
compensation is received by Writer or Writer’s loan-out corporation, Writer shall
promptly remit the commission due to Agent.

C.

In the event Writer directs payments of monies to a third party (e.g., the Writer’s
business manager), Writer shall be obligated to provide the Agent, upon Agent’s written
request, a statement showing all amounts received by the Writer with respect to a
particular engagement or sale of rights procured by Agent in connection with the
representation of such Writer.

D.

The following shall apply relating to commissions after an Agent’s engagement by a
Writer is terminated (whether by expiration of a Representation Agreement or
otherwise”).
1.

An Agent terminated by a Writer having a right to do so can continue to collect
commissions on deals procured and/or substantially negotiated prior to such
termination or expiration but not on improvements negotiated after such
termination (except to the extent provided in 3.D.2.b.(ii)).

2.

The following shall apply to direct or indirect renewals, substitutions,
replacements, extensions or modifications of contracts referred to in 3.D.1.
a. In no event, other than as provided in this paragraph 3.D.2, will the terminated
Agent be entitled to receive commissions in excess of the amount that would
have been paid under the contract as it existed at the time of termination (but

15

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 Case 2:19-cv-05585 Document 1-3 Filed 06/27/19 Page 17 of 25 Page ID #:92

the foregoing sentence shall not apply to Representation Agreements
wrongfully terminated).
b. Agent shall only be entitled to commission renewals, substitutions,
replacements, extensions or modifications if:
(i)

such renewals, substitutions, replacements, extensions or
modifications are negotiated terms of the initial contract negotiated
by Agent (e.g., the original agreement contained options for
extension of the employment term, and those options are exercised
after termination), in which case Agent shall be entitled to
commission on all employment contemplated by the original
agreement; however, Writer’s new Agent shall have the right to
commission any improvements negotiated by the new Agent,
pursuant to D.4 below; or

(ii)

the Writer’s employment terminates within one (1) year after
termination of the representation agreement, and the Writer obtains
without any break in employment (except for a production hiatus)
an extended, renewed, replaced, substituted or modified
employment with the same employer (“renewed employment”), in
which case Agent shall be entitled to commissions for the shorter
of (a) the term of the renewed employment; or (b) one (1) year
after the commencement of the renewed employment. If,
subsequent to termination of an Agent but within the one-year
period set forth in this paragraph, the Writer enters into a
representation agreement with a new Agent, which provides for
services and commissions with reference to said renewed
employment, the former Agent’s commission shall be reduced
accordingly, but not below five percent (5%).

3.

The terminated Agent shall continue to be ready, willing, and able to provide
services, with respect to such contracts for which the Agent continues to receive
commission pursuant to 3.D.1 and 3.D.2 above, and upon which the Agent’s
commission is based.

4.

If the Writer obtains a new Agent, and the new Agent renegotiates such existing
contract, the new Agent shall be entitled to commission on any excess in amount of
such contract (with the Writer’s former Agent entitled to the commission on the
existing contract, prior to any improvement) (except to the extent provided in
3.D.2.b.(ii).

5.

Agent’s right, if any, to commissions on profit participations, royalties, and other
continuing payments to the Writer, if any, shall continue regardless of the
termination of the representation with respect to the contract at the time of the
termination.

16

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 Case 2:19-cv-05585 Document 1-3 Filed 06/27/19 Page 18 of 25 Page ID #:93

SECTION 4 – ACCOUNTING
Agent shall not collect monies belonging to Writer unless Agent has prior written authority from
the Writer to do so. All monies belonging to the Writer when received by the Agent shall be
faithfully accounted for by the Agent and promptly paid over to the Writer or as directed by the
Writer, provided, however, that Agent may deduct from such monies any commission payable to
Agent as well as any monies owing from the Writer to the Agent whether for past commission or
for loans made to the Writer or monies advanced for Writer or for his account. Monies
belonging to Writer shall not be commingled with monies belonging to the Agent, but shall be
segregated and kept in a separate account which may be known as “client’s account” or “trust
account” or an account similar in nature. Agent may have one or more of such accounts and may
commingle monies of other clients with the monies of the Writer in such account.
SECTION 5 – DISPUTE RESOLUTION
A.

The following controversies between Writer and Agent shall be resolved by neutral
arbitration in accordance with the procedures set forth in the Rules Governing
Arbitration appended as Attachment 2 to the Agreement:
1.

Any dispute concerning the interpretation of, or the performance of any obligation
under, this Rider W;

2.

Any dispute concerning the interpretation of, or the performance of any obligation
under, the Agreement;

3.

Any dispute regarding commission due to Agent.

B.

An arbitrator or arbitrators selected to hear a dispute under this section shall resolve the
entire controversy. In so doing, the arbitrator shall have authority to fashion an
appropriate remedy, which may include, to the extent described and permitted by the
Rules Governing Arbitration, the award of damages, injunctive or declaratory relief, or
other appropriate penalties or compensation.

C.

The decision of an arbitrator or arbitrators under this section shall be final and binding,
and may be confirmed in any court of competent jurisdiction.

SECTION 6 – CONSENT TO INFORMATION SHARING
Writer hereby consents to Agent sharing with the Guild (a) copies of all final executed contracts
exclusively for writer services and (b) data relating to Writer’s bookings, payments, and other
compensation information for such writer services to the extent in Agent’s possession. Writer
acknowledges that the Guild is entitled to this information pursuant to the MBA and WGA
working rules, and that Agent’s sharing of this information of the Guild is appropriate and
beneficial to Writer, and Writer agrees that the Guild may request this information directly from
Agent. Writer further acknowledges that in accepting the services provided by Agent hereunder,
Writer consents to this disclosure and information sharing.

17

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Agent’s sharing of information is conditioned upon the Guild’s compliance with section 7.A.6 of
the Agreement.
Check the box below if you do not agree to Agent sharing information with the Guild.
 I do not consent to Agent sharing my [select one or both] with the Guild.
 executed writer services contracts
 bookings, payment and other compensation information
SECTION 7 – MISCELLANEOUS PROVISIONS
A.

This Rider W shall be effective as to each Agent upon the date the Agent subscribes to
the Agreement, and shall be deemed to be incorporated into any Representation
Agreement then in effect between Agent and any Writer.

B.

If any provisions of this Rider W are held to be void or unenforceable, all other
provisions hereof shall remain in full force and effect.

C.

Agent acknowledges that he has complied with all licensing requirements of any state in
which he is conducting business.

WRITER AND AGENT HEREBY AGREE TO THE FOREGOING:
DATED:

By
AGENT

DATED:
WRITER
THIS RIDER W TO A REPRESENTATION AGREEMENT HAS BEEN APPROVED AS
TO FORM BY THE LABOR COMMISSIONER OF THE STATE OF CALIFORNIA ON
_______________________.
THIS RIDER W HAS BEEN APPROVED AS TO FORM AND CONTENT BY THE
WRITERS GUILD OF AMERICA.

18

Exhibit C
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ATTACHMENT 2 TO WGA ATA AGREEMENT
RULES GOVERNING ARBITRATION
The following Rules Governing Arbitration (“Rules”) govern arbitrations arising under Section 9
of the Agent Basic Agreement (“Agreement”) and Section 5 of the Standard Representation
Agreement (“Rider W”). The Rules incorporate by reference the Agreement and Rider W,
including the terms defined therein.
SECTION 1 – EXCLUSIVITY AND SCOPE OF AUTHORITY
A.

The arbitration procedures established by these Rules shall be the exclusive method for
resolving any and all controversies as defined in Section 9 of the Agreement and
Section 5.A. of Rider W.

B.

The arbitrator or arbitrators shall have the power to rule on his or her own jurisdiction,
including any questions of procedural arbitrability and any objections with respect to
the existence, scope, or validity of the arbitration agreement.

C.

The arbitrator or arbitrators shall also have the power to determine the existence or
validity of a contract of which the arbitration clause contained in the Agreement, Rider
W, or these Rules forms a part. Such an arbitration clause shall be treated as an
agreement independent of the other terms of the contract. A decision by the arbitrator
or arbitrators that the contract is null and void shall not for that reason alone render
invalid the arbitration clause.

D.

The arbitrator or arbitrators shall not have the power to add to, subtract from, or alter in
any way the Agreement, Rider W, or these Rules, unless and to the extent that she, he,
or they determine that the Agreement, Rider W, or these Rules violate applicable law.

SECTION 2 – CLAIM
A.

A complainant initiates an arbitration under these Rules by serving a Claim on the
respondent.

B.

A Claim seeks resolution of a controversy as defined in Section 9 of the Agreement or
Section 5.A. of Rider W.

C.

The Claim shall be in writing and contain the following information: (I) the
complainant’s name; (ii) the complainant’s address; (iii) a brief written statement of the
Claim and the relief sought; and (iv) the name of the respondent.

D.

A Claim must be served on the respondent within 6 months from the date the
complainant obtained knowledge of the facts upon which the Claim is based, but no
later than two years from the date of the occurrence of the facts upon which the Claim is
based.

19

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E.

Any Claim brought by an Agent against a Writer under Section 5.A. of Rider W shall
concurrently be served on the Guild. The Guild may but is not required to participate as
a party in the proceeding.

F.

Any Claim brought by a Writer or the Guild against an Agent shall be served on the
ATA. The ATA may but is not required to participate as a party in the proceeding.

SECTION 3 – COUNTERCLAIM
A.

The respondent may serve a Counterclaim on the complainant, which must be in writing
and contain the same information as a Claim. A Counterclaim in all respects will be
treated as a Claim, except that the time to bring a Counterclaim will be governed by the
Streamlined Procedures or Comprehensive Procedures described below.

B.

Any Counterclaim brought by an Agent against a Writer shall concurrently be served on
the Guild. The Guild may but is not required to participate as a party in the proceeding

C.

Any Counterclaim brought by a Writer or the Guild against an Agent shall be served on
the ATA. The ATA may but is not required to participate as a party in the proceeding.

SECTION 4 – STREAMLINED AND COMPREHENSIVE PROCEDURES
A.

Claims and Counterclaims governed by these Rules of Arbitration may be governed by
Streamlined Procedures or by Comprehensive Procedures.

B.

The following Claims and Counterclaims are subject to Comprehensive Procedures:

C.

1.

Any Claim or Counterclaim brought by Guild against ATA.

2.

Any Claim or Counterclaim brought by ATA against Guild.

3.

Any Claim or Counterclaim seeking to remove an Agent from the list of
subscribing Agents to the Agreement.

4.

Any Claim or Counterclaim seeking damages of more than $250,000.

The following Claim or Counterclaims are subject to Streamlined Procedures:
1.

Any Claim or Counterclaim seeking less than $250,000 and/or seeking solely nonmonetary relief other than loss of subscription status.

2.

Any Claim or Counterclaim in which the parties thereto agree to submit to the
Streamlined Procedures.

SECTION 5 – PROCEDURES FOR CLAIMS SUBJECT TO STREAMLINED
PROCEDURES
A.

Claims subject to Streamlined Procedures shall be held before a single arbitrator in
accordance with the arbitrator selection process in Section 7 below.
20

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B.

Other than the arbitrator selection process, Claims subject to Streamlined Procedures
shall be conducted by a single arbitrator, and shall be conducted in accordance with
JAMS’ Streamlined Arbitration Rules and Procedures in effect as of the date of the
Claim.

SECTION 6 – PROCEDURES FOR CLAIMS SUBJECT TO COMPREHENSIVE
PROCEDURES
A.

Claims subject to Comprehensive Procedures shall be held before a three-arbitrator
panel in accordance with the arbitrator selection process in Section 7 below, and shall
be subject to the appeal process described in Section 8 below.

B.

Other than the arbitrator selection process, Claims subject to Comprehensive
Procedures shall be conducted by the three-arbitrator panel in accordance with JAMS’
Comprehensive Arbitration Rules and Procedures in effect as of the date of the Claim.

C.

Appeals of Claims subject to Comprehensive Procedures shall be conducted by a single
arbitrator in accordance with JAMS Optional Arbitration Appeal Procedure in effect as
of the date of the Claim with respect to any final award on a Claim subject to
Comprehensive Procedures. An appeal arbitrator must be a retired state or federal judge
with at least ten years’ substantial experience in the entertainment industry.

D.

For any claim seeking exemplary damages or removal of the Agent from the list of
subscribing Agents to the Agreement, the following shall apply:
1.

The facts supporting exemplary damages or removal of an Agent from the list of
subscribing Agents shall be provided by clear and convincing evidence.

2.

Exemplary damages may not be more than $500,000.

3.

No Agent may be removed from the list of subscribing Agents unless the arbitrators
determine, by clear and convincing evidence, that the Agent has committed
multiple and substantial violations of the Agreement including serious breaches of
fiduciary duty or acts of moral turpitude, and that no lesser discipline would
accomplish justice.

4.

In the event that a talent agency is a subscribing Agent, and the arbitrators
determine by clear and convincing evidence that employees and/or members of the
Agent committed acts warranting removal from the list of subscribing Agents
pursuant to section 6.D.3, above, the talent agency may retain its subscription status
by both (a) paying any damages awarded in connection with the violation and (b)
terminating the employment of all individuals determined by the arbitrators to have
committed such violations.

5.

Unless the arbitrators unanimously determine that a permanent ban is warranted,
any Agent removed from the list of subscribing Agents pursuant to this Paragraph
shall be permitted to reapply for admission two (2) years after payment of all
damages and completion of any other conditions of the Award.
21

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SECTION 7 – ARBITRATOR SELECTION
A.

B.

Selection where Streamlined Procedures are applicable:
1.

Within ten (10) days after services of all Claims and Counterclaims, the parties
shall each submit the name of a single arbitrator. For purposes of this submission,
the Guild and any Writers will be treated as a single party, and the ATA and Agents
will be treated as a single party, unless there are Counterclaims among them. Any
arbitrator selected by a party must be neutral and unaffiliated with any party, and
must have substantial experience in the entertainment industry.

2.

With ten (10) days after appointment by the parties, the submitted arbitrators will
select a third arbitrator, who shall govern the arbitration as a single arbitrator (the
“trial arbitrator”). The trial arbitrator must all be neutral and have substantial
experience in the entertainment industry.

3.

If the submitted arbitrators are unable to agree upon the trial arbitrator with ten (10)
days, the parties shall each submit a list of five acceptable arbitrators within five (5)
days thereafter. Within seven (7) days of service by the parties of the list of names,
each party may strike (1) name and shall rank the remaining candidates in order of
preference. The remaining arbitrator with the highest composite score shall be
appointed as the trial arbitrator.

4.

JAMS shall have authority to determine if an arbitrator does not meet the
qualifications in 7.A.1 or 7.A.2 (i.e., is not neutral or does not have substantial
entertainment industry experience).

5.

The parties may agree in writing to extend the time period to select the arbitrator.
The extension will no longer be deemed effective if either party gives written
notice to the other, in which case the parties shall take the steps identified in (A)(1)
within ten (10) business days of service of the notice.

Selection where Comprehensive Procedures are applicable:
1.

Within ten business (10) days after services of all Claims and Counterclaims, the
parties shall each submit the name of a single arbitrator. For purposes of this
submission, the Guild and any Writers will be treated as a single party, and the
ATA and Agents will be treated as a single party, unless there are Counterclaims
among them. Any arbitrator selected by a party must be neutral and unaffiliated
with any party, and must have substantial experience in the entertainment industry.

2.

With ten business (10) days after appointment by the parties, the submitted
arbitrators will select a third arbitrator, who must likewise be neutral and have
substantial experience in the entertainment industry, and together the three
arbitrators will form an arbitration panel.

3.

If the submitted arbitrators are unable to agree upon a third arbitrator with ten
business (10) days, the parties shall each submit a list of five acceptable arbitrators
22

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within five business (5) days thereafter. Within seven business (7) days of service
by the parties of the list of names, each party may strike (1) name and shall rank the
remaining candidates in order of preference. The remaining arbitrator with the
highest composite score shall be appointed as the third arbitrator.
4.

JAMS shall have authority to determine if an arbitrator does not meet the
qualifications in (B)(1) (i.e., is not neutral or does not have substantial motion
picture experience).

5.

The parties may agree in writing to extend the time period to select the arbitrators.
The extension will no longer be deemed effective if either party gives written
notice to the other, in which case the parties shall take the steps identified in (B)(1)
within ten (10) business days of service of the notice.

6.

An appellate arbitrator, if any, shall be selected in accordance with JAMS Optional
Arbitration Appeal Procedure as provided in section 6(C).

SECTION 8 – HEARING LOCATION
A.

If no Writer is a party to the arbitration, the hearing shall be held in Los Angeles.

B.

If a WGAW or a WGAW-represented Writer is a party to the arbitration, the hearing
shall be held in Los Angeles.

C.

If the WGAE or a WGAE-represented Writer is a party to the arbitration, the hearing
shall be held in New York City.

D.

Where both WGAW and WGAE Writers are parties to the arbitration, the Writer parties
shall decide whether the hearing will be held in Los Angeles or New York City. In the
event of a dispute between the Writer parties, the Guild shall decide if it is also a party,
and the arbitrator(s) shall decide if the Guild is not a party.

SECTION 9 – DECISION
A.

The final award (including as modified by an appeal) shall be final and binding on the
parties.

SECTION 10 – ARBITRATION COSTS
The costs of the arbitration shall be equally split among the parties, unless the award specifies
otherwise. The parties shall bear their own attorneys’ fees.
SECTION 11 – LAW GOVERNING THE ARBITRATION
A.

An arbitration governed by these Rules shall be subject to California law, unless the
arbitration involves an individual Writer or Agent and the arbitrator determines that
justice is served by applying the law of the Writer or Agent’s home jurisdiction due to a
difference in substantive law.

23

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B.

Arbitrations subject to the laws of the State of California shall be held pursuant to
Section 1700.45 of the California Labor Code. Accordingly, the complainant shall give
reasonable written notice to the California Labor Commissioner of the time and place of
the arbitration hearing, and the Labor Commissioner or his or her authorized
representative has the right to attend the arbitration hearing. Section 1700.44 of the
California Labor Code shall not govern arbitrations subject to these Rules.

SECTION 12 – SERVICE
A.

A Claim or Counterclaim must be served by certified mail or by personal delivery. All
other notices or papers shall be served by email.

B.

A petition to confirm, modify, or vacate an arbitration award in any court of competent
jurisdiction shall be served upon the respondent by certified mail or personal delivery.

24

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Exhibit D

Exhibit D
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 5/14/2019

of Conduct
Implementation
Case 2:19-cv-05585 DocumentAgency
1-4 Code
Filed
06/27/19
PageFAQ
2 of 5 Page ID #:102

Agency Agreement 2019

Agency Code of Conduct Implementation FAQ
Effective Saturday, April 13, 2019, the WGA implemented a Code of Conduct for talent agencies seeking to represent
WGA members. You can read the Code of Conduct here. In order to represent WGA members an agency must agree to
these terms.
No Current WGA member can be represented by an agency that is not franchised by the Guild in accordance with
Working Rule 23. The Rules of Implementation of Working Rule 23 are here. The list of agencies that have signed the
Code of Conduct is here.
Guild resources to assist members who are looking for work without an agent are available here.
What does Working Rule 23 actually say?
“No writer shall enter into a representation agreement whether oral or written, with any agent who has not entered into an
agreement with the Guild covering minimum terms and conditions between agents and their writer clients.” As of April 13, 2019
that agreement is the WGA Agency Code of Conduct.
If my agency does not sign the Code of Conduct, do I have to tell them they cannot represent me?
Yes, you will do so as part of a collective action by WGA members. The Guild has prepared a standard termination letter, available
here for you to sign electronically. The letter both helps fulfil your obligation under Working Rule 23 and protects you legally in the
case of any future commission dispute. It will not go to your agency the moment you sign it. Instead, the Guild will deliver the
letters in groups. The first batch was sent on April 22nd. You can inform your individual agent as well if you like, and encourage
them to sign the Code of Conduct.
Are members required to e-sign the termination letter?
Yes, all Current members represented by a non-franchised agency are required to sign the termination letter. Our goal in
implementing the Code of Conduct is to ensure that agencies’ interests are aligned with writers. For our collective action to be
effective, elected leadership has decided members must terminate in writing and be on record with the Guild as doing so.
Am I prohibited from contact with my agent now that the Code has been implemented and Working Rule 23 is in effect?
You are prohibited from being represented by your agent for Guild-covered services going forward, including deals that were first
discussed but not completed before the implementation of the Code. As a rule of thumb, it’s useful to ask, “Is this an action an
agent would perform for a client?” If so, that’s representation. Below are some examples:
Setting meetings for you (either on a project or a general)
Submitting you or your work to a producer or employer
Negotiating a deal for purchase or employment
Advocating on your behalf
Reading your work and/or providing feedback
Offering professional advice.
You can contact your former agency to discuss payments and enforcement of deals that closed prior to April 13, 2019. But again,
you cannot discuss new projects or new deals. You can ask them in writing to provide you or the representative of your choice
information regarding pending deals (those in process but not yet closed), contact information, or inquiries they receive from
studios or producers. You can also talk with them about personal matters or about signing the Code of Conduct.
What if I’m a TV writer/producer?
Producing by TV writer-producers has been covered in the MBA since 1973 (Articles 1 and 14). Those provisions specifically say
that producing services are deemed part of writing when performed by writer-producers. Thus, when an agent makes a deal for a
hyphenate in television—usually an overall deal or a series contract for a per episode fee—the writer-producer services are
deemed covered under the MBA. An agent can’t represent only the producing duties.

Exhibit D
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For a theatrical writer who is also hired as a producer on the same project, the same rules apply. A non-franchised agency cannot
represent you on a theatrical project where you would be a writer and producer.
Thus, under Working Rule 23 non-franchised agents cannot represent WGA writers with respect to these hyphenate services, and
a member who has historically been employed as a hyphenate cannot avoid the Guild’s jurisdiction by re-labeling a contract as a
producer-only deal.
The working rule doesn’t cover other producing. Of course, anything additional a member is willing to do to support the goal of
eliminating agency conflicts of interest will help the campaign.
What if I’m on an overall deal?
Like all Guild members, you can only deal with your agent regarding past projects. They cannot help you set up new projects,
even if they are commissioning your overall deal.
What if I’m already working on a project that is packaged?
Your deal will continue with the same terms.
My agency was in the middle of trying to make a deal for me but nothing is firmed up. What do I do now?
The new Code of Conduct does not prevent any deal that is in the process of being made from being completed, but not by an
agency that is no longer franchised, even if they have already started the negotiation. Completion of the deal can be handled by a
lawyer, manager, or franchised agent. If you need contact on potential deal information, ask your former agent in writing to send
you and/or the representatives of your choice: the agency is obligated to provide it. Contact the Agency Department if you need
assistance.
What right does my former agency have to commission my compensation after the Code is implemented?
You will continue to pay your agent commission under any deals negotiated prior to the termination of your representation
agreement with the agency. This may include limited circumstances where an agreement was under negotiation but not finalized
until after you left the agency. However, if they only set up meetings and no offer had been made, it’s unlikely that commission
would be owed. The former agency may also be entitled to commission where a contract is renewed after termination or where the
employer exercises an option for additional services. The rules in this area are technical and the answers are almost always factspecific. Please contact the Agency Department to discuss your specific circumstance.
What do I do if my former agent continues to solicit work for me by either contacting me directly or through my
lawyer/manager?
Once you leave an agency, you should no longer allow them to work on your behalf. Tell the agent to stop. You can also tell them
that if they want to represent you they should sign the Code of Conduct. If you think an agency is commissioning you incorrectly,
please contact the Agency Department.
What if I get a deal offer and no longer have an agency to work with? Where does the offer go and who negotiates the
deal?
If you have a manager and/or a lawyer, it should be business as usual. Managers and lawyers will be able to negotiate contracts
for staffing, development, or sale of materials. If you don’t have a manager or lawyer, the offer can go to you. Before you leave
every meeting, make sure the executive, producer, or showrunner has your contact information. And after the offer comes in, you
can find a lawyer to negotiate with Business Affairs by asking other writers for recommendations. If you are having trouble finding
an attorney, or would like the Guild to review terms, contact the Agency Department.
The agencies say it is against state laws for managers and lawyers to help writers find work or negotiate without being
connected to an agent.
As a matter of practice, managers and sometimes attorneys already get work for clients. In addition, as the exclusive bargaining
representative for writers, the Guild has the right under federal law to delegate authority to other representatives, and on a
temporary basis has now delegated that authority to managers and attorneys. Here is the link to the delegation letter. If your
manager or attorney refuses to work for you in this time, you should consider finding another representative or contact the Agency
Department.
I’m represented by an agency for both writing and another area of work not covered by the Guild (stand-up performance,
acting, directing, writing plays, etc.). Is it mandatory that I leave the agent for my non-Guild-covered work?
The Guild cannot direct you to leave your agency for work that isn’t covered by the Writers Guild, although we encourage you to
be represented for all your work by a franchised agency that is not conflicted.

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Page 102

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Can my agent continue to represent me for animation work?
If you are seeking Guild-covered animation work, you must be represented by a franchised agency. Keep in mind that most
primetime animation and growing number of other animated projects are Guild-covered, especially on streaming platforms. While
we encourage you to be represented by a franchised agency for all your work, if an animation project is covered by another union,
Working Rule 23 does not apply. For assistance getting your animation project covered, please contact the Organizing
Department.
I’m not a Guild member but I just got my first offer on a WGA-covered project. Or I’m a member in a category other than
Current (e.g. Post-Current, Associate, or Associate Caucus). Do I need to leave my non-franchised agency?
Working Rules do not apply to non-members. In the present campaign, the Board of Directors has elected to apply Working Rule
23 only to Current members. See the Working Rules here. However, once you become a Current member you will need to
terminate representation by any non-franchised agent.
My agency receives and processes my checks. How am I going to get paid?
Your former agency is legally required to keep sending you your money. If you’d prefer to revoke that consent and direct your
payments elsewhere, contact the Agency Department.
What if my agency receives notices of writing credits for my past projects?
If your contract specifies that the notice of tentative writing credits is sent to the agent who negotiated your deal, that agent has an
ongoing fiduciary obligation to forward that credit notice to you, even if you have terminated the agency as your representative.
Members should be especially vigilant and watch out for credit notices from the studio as well as from your former agency. If you
have concerns, please contact the Credits Department.
Does my British agency need to sign the Code of Conduct?
Your British agency needs to sign if they negotiate deals for WGA-covered projects.
Does Working Rule 23 apply to representation for my work on a Writers Guild of Canada-covered program under a
waiver?
No.
My agency sponsored my visa. What do I do?
For assistance, West members can contact Corri Freedman and East members can contact Ann Burdick.
When do I need to find a new agent?
The choice of if and when to seek representation is up to you. At some point you may decide to seek new or additional
representation, which can be a lawyer, manager, or an agent who is franchised by the WGA.
If you are interested in finding a manager and/or attorney, ask your fellow writers about their experiences and for
recommendations. If you get an offer and are having trouble finding a new attorney to negotiate the deal you can also contact the
Guild. If you need an attorney to review a deal memo or contract, the Guild can provide that service: contact the Agency
Department.
The list of agencies that have signed the Code of Conduct is here.
And here is a link to Guild resources to assist writers without agents.
How will Working Rule 23 be enforced?
Here are the Working Rule 23 Implementation Rules. While individual members have a voice and vote, after the Guild decides on
collective action members are obligated to follow Guild rules, which will be enforced. The WGA membership and leadership have
ratified this course of action and the membership has a proud history of unity and solidarity. Article X of the WGAW and WGAE
Constitutions guides Guild disciplinary procedures. You can contact Agency Agreement if you have questions.

Back to Agency Agreement 2019

Exhibit D
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Page 104
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4/4

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Exhibit E

Exhibit E
Page 105

 Case 2:19-cv-05585 Document 1-5 Filed 06/27/19 Page 2 of 2 Page ID #:107

Rules for Implementation of the WGA Code of Conduct for Agents
Effective April 13, 2019, the WGAW Board of Directors and WGAE Council voted to
implement a Code of Conduct that all talent agencies must sign in order to represent
any Guild member with respect to his or her WGA-covered writing services. The Code
of Conduct may be found here. A list of talent agencies currently signed to the Code of
Conduct is here.
In accordance with Working Rule 23, WGA Current members may only be represented
by agencies that are signatory to the Code of Conduct. Working Rule 23 provides as
follows:
Agents. No writer shall enter into a representation agreement whether
oral or written, with any agent who has not entered into an agreement with
the Guild covering minimum terms and conditions between agents and
their writer clients.
The Board and Council have adopted the following rules regarding the implementation
of the Code of Conduct.
1. If you are represented by an agency that is not signed to the Code of Conduct, you
must inform the agency that it may not represent you with respect to your WGAcovered work until such time as it subscribes to the Code of Conduct.
2. You may not permit a non-franchised agent to represent you with respect to any
future WGA-covered work, including deals that were first discussed but not
completed before the implementation of the Code of Conduct.
3. You are not prohibited from consulting or communicating with a non-franchised
agent regarding other matters, including (a) non-WGA-covered employment or
services; (b) projects or agreements completed prior to the implementation of the
Code of Conduct; (c) personal matters; or (d) discussions urging the agent to sign
the Code of Conduct.
4. Members in violation of Working Rule 23 shall be subject to discipline in accordance
with Article X of the WGAW Constitution.
5. If you have any questions regarding the implementation of the Code of Conduct or
interpretation of Working Rule 23, you should contact the Guild by email or (323)
782-4502.

Exhibit E
Page 106

 Case 2:19-cv-05585 Document 1-6 Filed 06/27/19 Page 1 of 2 Page ID #:108

Exhibit F

Exhibit F
Page 107

 Case 2:19-cv-05585 Document 1-6 Filed 06/27/19 Page 2 of 2 Page ID #:109

DRAFT

FEBRUARY 4, 2019

MBA DRAFT "COLLINS" CLAUSE

ARTICLE 9 - MINIMUM TERMS (GENERAL)

The terms of this Basic Agreement are minimum terms; nothing herein contained shall prevent

any writer from negotiating and contracting with any Company for better terms for the benefit of
such writer than are here provided, excepting only credits for screen authorship, which may be
given only pursuant to the terms and in the manner prescribed in Article 8. Unless conducted
bv an individual writer without assistance of any other person, such negotiations may be
- -

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conducted or assisted only by agents who, at the time of such negotiations, are bound to an

agreement with the Guild concerning the terms of such representation or are otherwise
certified by the Guild to assist with or to conduct such negotiations. The Guild only shall

have the right to waive any of the provisions of this Basic Agreement on behalf of or with
respect to any individual writer.

ARTICLE 3 - WORK LISTS, LOAN-OUTS AND RECOGNITION

B. RECOGNITION (THEATRICAL)

1. The Company hereby recognizes the Guild as the exclusive representative for the purpose of
collective bargaining for all writers in the motion picture industry, except that an individual
writer may designate an agent to negotiate on his or her behalf, or to assist him or her in
the negotiation of better terms than arc here provided, provided that such agent is, at the
time nf such negotiations, bound to an agreement with the Guild concerning the terms of

such representation or is otherwise certified by the Guild.

Make conforming changes to other recognition provisions

Exhibit F
Page 108