WGA CODE OF CONDUCT/FRANCHISE AGREEMENT

(as of April 13, 2019)

This mutually agreed upon Code of Conduct (“Code”) has been established by/Franchise
Agreement (“Agreement”) between 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, “and _________________________ (“Agent”),
in the”) governs Agent’s representation of covered writers (“Writers”) with respect toengaged in 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. Agreement. The works written by Writers under a Guild CBA are referred to
herein as “motion picturesMotion 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 Agentagent may be delegated to perform
certain representational duties. The purpose of this Agreement is to ensure that Agent fulfills its
fiduciary duties and to align Agent’s financial incentives with those of its writer clients.

The application of this Code (including all attachments hereto)This Agreement 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
CodeAgreement 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- PARTIES BOUND

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
ConductAgreement shall be binding on the agencyAgent and all of its individual agents, employees,
partners, principals, joint venturers, and shareholders. With respect to the obligations under this
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Code of Conduct, the subscribing talent agency Agreement, Agent 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.

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, except as otherwise provided herein or in the event Writer
requests disclosure.

5. Prior to submitting Writer for employment on a project, Agent shall notify

Writer ifmake a good faith effort to ascertain whether the employer or
producer has not yet secured underlying rights necessary for the assignment
and shall provide Writer with all pertinent information.

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.
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.

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 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 inoption or sale of material for or employment on a motion
pictureMotion Picture project, other than a percentage commission based on
the Writer’s compensation or fee.

4. No Agent shall accept anya packaging fee, or any other money or thing of
value from the employer of a Writer., with the exception of gifts or gratuities
that are customary and de minimis.

5. The following activities by an Agent shall not be deemed conflicts of interest

prohibited by this Agreement:

5.a. An Agent’s concurrent representation on a commission basis of

multiple clients employed or submitted for employment on the same
motion pictureMotion 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 clientsWriters 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.

b. An Agent’s representation, on a commission or fee-for-service basis

of a producer (e.g., a POD) attached to a Motion Picture project,
provided that such producer shall not employ, or purchase or option
literary material from, any Writer on the project.

c. An Agent’s representation, on a commission or fee-for-service basis,

of the owner of or holder of rights in intellectual property on which a
Motion Picture project will be based.

6. Agent shall disclose to Writer any fact or relationship suggesting or

potentially creating a conflict of interest arguably prohibited by this
Code.Agreement.

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
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 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.Motion Picture under any applicable CBA (including, but not
by way of limitation, supplementary or additional minimum compensation of
any kind pursuant to Articles 14.G., 15., 16., 64. of the applicable WGA
Theatrical and Television Basic Agreement).

2. Agent shall not circumvent limits on commissions under this CodeAgreement

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. 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. 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. c. The services described in this subsection C.2 shall only be

permitted on films with intended budgets greater than $20 million only
with the consent of the Guild. ; for clarity, Guild’s consent is not
required for films with intended budgets of less than $20 million. The
Guild will consult with the Writer and consent will not be unreasonably
denied;

d. 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. e. On Guild’s request, but no more frequently than on a

quarterlysemi-annual basis, Agent shall provide the Guild with a list of
films involving covered Writers on which Agent is performing financing
or sales services. and has secured financing or sales. The list shall
include the name of the Writer and, the intended budget of the film.,
and the amount of fees received by Agent for performing such film
financing and sales services.

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 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; and (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 reasonable 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 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 ofby copying the Guild on any
invoice or other documentation relating to the payment obligation.
obligations.

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 and/or Agent.

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

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

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 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.

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 is committed to representing diverse Writers. Agent shall comply with

allany applicable 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 basisAgent supports industry-wide efforts to
believe that the Writer will beprevent harassment and discrimination and its
Writers’ interest in avoiding being 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 stepsmake reasonable good faith efforts to ensure the
referral ofrefer qualified diverse Writers for any open writing
assignmentassignments.

4. Agent shall consult with Writer regarding diversity as a factor in their

procurement of employment.

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 5. Agent shall make reasonable good faith efforts to support Guild’s diversity
and inclusion efforts. Agent shall provide the Guild with an annual public
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 statutorily-protected classes.

SECTION 4 –- STANDARD REPRESENTATION AGREEMENT (RIDER W)

Appended to this Code of ConductAgreement 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 ConductAgreement;

2. Any dispute concerning the interpretation of, or the performance of any

obligation under, Rider W; and

3. Any decision of the Guild to reject an Agent’s application to subscribe to the Code
pursuant to Section 2 above; and

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

B. An arbitrator selected to hear a dispute under this section shall resolve the entire
controversy. that is within the scope of this Agreement. 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. termination of this Agreement. Upon a finding that the opposing party acted
in bad faith, the arbitrator may also award attorneys’ fees and costs to the prevailing
party.

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 C. The decision of an arbitrator under this section shall be final and binding except as
expressly provided herein, 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. Notwithstanding the foregoing, any arbitration award
terminating this Agreement and Agent’s right to represent covered Writers shall be
subject to de novo review in a court of competent jurisdiction.

SECTION 6 –- MISCELLANEOUS PROVISIONS

A. This Code of ConductAgreement shall be effective as to each Agent upon the date
that both parties execute it (the Agent subscribes hereto. “Effective Date”). This
Code of ConductAgreement shall not apply to, nor impair the right of Agent to
receive compensation based on, services rendered by Agent before such effective
dateEffective Date.

B. In administering the disclosure requirements under subsections 3.C.3. and 3.F.5.

above, the Guild will take into account the moreAgent’s limited staffing and
recordkeeping capacities of smaller agencies. .

C. If any provisions of this Code of ConductAgreement 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 ConductAgreement shall remain in effect for a period of three years
after initial implementationuntil April 12, 2022, unless it is found to be unenforceable
or is ordered terminated by the Guild. an arbitrator or court of competent jurisdiction.
Thereafter, either the Guild or the GuildAgent shall have the right to terminate or
modifyand propose modifications to the terms of this Code of Conduct
uponAgreement by serving written notice to all subscribing Agents. The Guild’son
the other party at least 90 days prior to the termination or modification shall be
effective 90 days after its service of suchdate. If neither party serves timely notice.
of termination, the Agreement will automatically be extended for additional one-year
periods, subject to the right of either party to serve a notice of termination at least 90
days prior to the termination date then in effect.

B. A subscribing Agent shall have the right to terminate its obligations under this Code
of ConductAgreement upon written notice to the Guild. The Agent’s termination shall
be effective 90 days after its service of such notice.

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SECTION 8 – MOST FAVORED NATIONS

In the event that after the Effective Date, Guild enters into an agreement with any other agency or
association representing agencies containing terms or conditions more favorable to the agency
than those contained herein, Agency shall have the option of accepting any or all of the more
favorable terms.

SECTION 9—PHASE-IN OF PACKAGING FEE PROHIBITION

From the Effective Date until June 28, 2020, nothing in this Agreement shall be deemed to prohibit
Agent’s negotiation of the right to receive a fee based on package representation in lieu of a
percentage commission based on client compensation. During that period, where Writer is the sole
initiating element of the package, Writer shall have the right to choose if the project can be
packaged by Agent. In all other circumstances, Agent shall disclose to Writer its intent to seek a
packaging fee and the financial terms thereof, and Writer shall be given the choice of whether to be
part of the package. Agent’s right to negotiate packaging fees shall terminate on June 28, 2020.

AGREED AND ACCEPTED:

David J. Young
Executive Director
Writers Guild of America West, Inc.
on behalf of itself and Writers Guild of America East, Inc.

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 ATTACHMENT 1 TO WGA CODE OF CONDUCT/FRANCHISE AGREEMENT

RIDER W

This standard representation agreement, referred to herein as “Rider W,” is attached to and made
part of the Code of Conduct (“Code/Franchise 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 a subscribing talent agent, either individually or through a talent agency (collectively,
“___________________________ (“Agent”) on the other hand. The purpose of the
CodeAgreement and of this Rider W is to regulate the conduct of the Agent in the representation of
writers (“Writers”) with respect toengaged in 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 ConductAgreement, 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)1. If Writer is not offered employment which is subject to this Rider W from a
responsiblebona fide employer with respect to services covered hereunder
during any period in excess of foursix (6) 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 foursix
(6) month period but before service of a notice of termination, Writer accepts
an offer of employment by a responsiblebona fide employer;

(2)2. Any material breach by Agent of the provisions of the Code of

ConductAgreement or of Agent’s fiduciary obligations to the Writer;

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 (3)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;

(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)4. Agent’s removal from the list of agents subscribing to the Code of
Conductbound by an appropriate franchise agreement, 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.Motion
Picture under any applicable CBA (including, but not by way of limitation,
supplementary or additional compensation of any kind pursuant to Articles 14.G.,
15., 16., 64. of the applicable WGA Theatrical and Television Basic Agreement).

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.

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 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

(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

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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 - INFORMATION SHARING

Writer authorizes Agent to provide information to the Guild as required by the CodeAgreement 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: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 Code of ConductAgreement;

3. Any dispute regarding commission due to Agent.

B. An arbitrator selected to hear a dispute under this section shall resolve the entire
controversy. that is within the scope of this Agreement. 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
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 against an Agent, including suspension or removal from termination of the list of
subscribing agents. Agreement. 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 except as
expressly provided herein, 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. Notwithstanding the foregoing, any arbitration award
terminating this Agreement and Agent’s right to represent covered Writers shall be
subject to de novo review in a court of competent jurisdiction,

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,of 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

AG
AGENT

DATED: By
WRITER

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DATED: By _____________________________________
WRITER

DATED: By _____________________________________
AGENT

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.

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 ATTACHMENT 2 TO WGA CODE OF CONDUCT/FRANCHISE AGREEMENT

RULES GOVERNING ARBITRATION

The following Rules Governing Arbitration (“Rules”) govern arbitrations arising under Section 5 of
the WGA Code of Conduct (“Code/Franchise Agreement (“Agreement”) and Section 5 of the
Standard Representation Agreement (“Rider W”). The Rules incorporate by reference the
CodeAgreement 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
CodeAgreement and Section 56.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 CodeAgreement, 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. Prior to initiating a formal Claim, the party asserting the Claim shall
contact the opposing party and attempt informally to resolve the dispute.

B. A Claim seeks resolution of a controversy as defined in Section 5.A. of the

CodeAgreement or Section 56.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.

SECTION 3 –- COUNTERCLAIM
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 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

CodeAgreement or Section 56.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

 Joel Grossman

 Fredric R. Horowitz

 Barry Winograd

NEW YORK:

 Howard Edelman

 Susan McKenzie

 George Nicolau

 Joan Parker

 Janet Spencer
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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, unless
the parties mutually agree on an alternate arbitrator.

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.

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 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 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 CodeAgreement, 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
CodeAgreement 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.

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B.

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