# Chi Fechil — Strategic Distribution Partnership Proposal **From:** Maroun NAJM, Cultscale **To:** Boudy Sfeir **Re:** A different way for me to participate in Chi Fechil --- ## The Short Version I want Chi Fechil to succeed as much as you do. But I don't think I should join the project as a standard equity partner — I should join it as your **distribution partner and producer's representative**. My contribution isn't on set; it's in the rooms where the project gets sold. I am proposing a **performance-based partnership**: a modest retainer for deliverables and festival strategy, a standard sales commission on any deal I close, and a small equity kicker if we hit a meaningful distribution threshold. This keeps me aligned with the project's commercial success without trapping my time and network inside a $75,000 equity structure that isn't built for what I actually do. --- ## Context You have seven partners who can write, act, shoot, direct, produce, and sound-mix. What none of them can do — and what no amount of sweat equity can replace — is get the finished series in front of a buyer, negotiate a license, deliver the technical package, and close a deal. That is what I have been doing for you across Tnaash, Micha, and the earlier projects. I know the Cannes market, I receive acquisition lists from sales agents, I know what Netflix and the MENA platforms are shopping for, and I know exactly what deliverables a VOD platform requires before they will write a check. If I join Chi Fechil as an equity partner at the same valuation as the crew, two things happen: 1. **I get underpaid.** My network and distribution capability is worth more than a $3,000–$5,000 sweat-equity slot. Getting a series into Series Mania or in front of a Netflix acquisitions exec is worth more than a sound mixer's labor — not because the sound mixer isn't important, but because the sound mixer can't do what I do. 2. **I get trapped.** Under the current agreement, Bilal recoups his $15,000 first, then "net profits" get distributed. My equity only activates after that waterfall. If the project sells for $30,000, Bilal takes $15,000, costs eat the rest, and my months of work positioning the project yields nothing. Meanwhile, you have absolute creative and distribution authority, which means you could theoretically release it for free on YouTube and I would have no contractual recourse. That doesn't make sense for either of us. You need someone whose financial incentive is directly tied to **selling the project**, not to owning a slice of it. --- ## What I Bring to Chi Fechil | Capability | What It Means for the Project | |---|---| | **Sales agent & buyer relationships** | Direct access to Le Pacte, Lucky Number, Goodfellas, TriCoast, EST N8, Artinii, and MENA platform buyers. I can get the project into acquisition conversations that the other partners cannot. | | **Festival & market strategy** | I already advised you on Series Mania, Canneseries, and MIPCOM. I know the submission windows, the programming tastes, and how to position an Arab indie series for international selectors. | | **Deliverables & technical packaging** | I mastered Tnaash. I know what E&O insurance, DCPs, QC reports, subtitle packages, and VOD specs are required. The current partnership has no one who can deliver this. | | **Brand, pitch, & packaging** | I built your bio, the Cultscale identity, and the Tnaash web presence. I can make the Chi Fechil pitch deck, sizzle reel, and one-sheet land with buyers. | | **Market intelligence** | I know Netflix is hunting for "big funny" multi-season comedies with franchise potential. If Chi Fechil's tone can land in that zone, I know how to pitch it. | | **AI/GenAI production tools** | Cultscale Origin could reduce post costs, generate marketing assets, or enable reshoots without returning to set. This makes the project innovative and gives buyers a story beyond the content itself. | **Bottom line:** The other seven partners can make the show. I am the only one who can sell it. --- ## The Proposed Structure I am proposing a **three-tier arrangement** that treats my role as what it is: a professional distribution and representation service, with skin in the game if we win. ### Tier 1: Retainer Fee (Cash) **$3,000–$5,000** (negotiable, payable in installments aligned to milestones) This covers: - Festival strategy, submission management, and market positioning (Series Mania, Canneseries, MIPCOM, MENA festivals) - Pitch packaging: deck, one-sheet, sizzle reel direction, and buyer-facing materials - Deliverables coordination: E&O insurance guidance, QC, subtitle strategy, technical spec compliance - Buyer outreach: identifying targets, arranging meetings, preparing screener links - Ongoing advisory on distribution strategy, platform fit, and deal structure **Why a retainer?** Because the work starts months before any revenue exists. I cannot spend 3–6 months positioning the project and then hope it sells. The retainer covers my time and keeps the lights on while we hunt for the deal. ### Tier 2: Sales Commission (Performance) **15% of any distribution license fee or advance I close** This is standard for a producer's representative. If I negotiate a $50,000 license with a platform or sales agent, I take $7,500. If I close $100,000, I take $15,000. **Why a commission?** Because it aligns my financial interest with the project's commercial outcome. I only earn this if I deliver a deal. It is the cleanest, fairest way to compensate someone for opening a market. **Scope:** This applies to any distribution deal I originate or materially advance — streaming licenses, broadcast sales, MENA platform deals, festival-driven acquisitions, or format option deals. If a deal comes to you directly and I have no involvement, I take no commission. ### Tier 3: Equity Kicker (Alignment) **2–3% of net profits** if the project secures distribution revenue above a threshold (suggested: $50,000 in gross distribution revenue) This is a **bonus equity slice**, not my primary compensation. It activates only if the project becomes commercially viable, and it gives me a long-term stake without requiring me to buy in at crew-equity rates. **Why an equity kicker?** Because I want to be aligned with the project's long-term success. If Chi Fechil becomes a multi-season franchise, I want to participate in that upside. But I don't want to gamble my time and network on a 4% equity slice that sits behind Bilal's recoupment and undefined "net profits." --- ## What I Need From You 1. **A signed Producer's Rep / Distribution Consultant agreement** separate from the Chi Fechil equity agreement. This agreement governs my role, my fees, my commission, and my credit — not the partnership shares. 2. **Credit as "Producer's Representative" or "Distribution Consultant"** on all marketing materials, festival submissions, and press. This is standard and protects my reputation and track record. 3. **Right of consultation on major distribution decisions.** I don't need veto power over your creative choices — that's your domain. But if a buyer offers $20,000 for exclusive worldwide rights, or if you're considering giving the project away for free on YouTube to "build an audience," I need the right to advise and, if the deal is below a reasonable threshold, to require a 51% partner vote. This protects both of us from a bad deal. 4. **Access to materials.** I need the finished episodes, trailers, stills, and any pitch materials you have so I can begin packaging immediately. 5. **A 90-day exclusivity window** to position the project before you engage another sales agent or rep. If I haven't generated meaningful buyer interest or festival acceptance within 90 days of receiving materials, you are free to bring in someone else. --- ## What You Get That the Current Agreement Doesn't Provide Right now, Chi Fechil has: - A writer/director with final cut - A cash investor with recoupment priority - Actors, a DP, a sound mixer, and an executive director What it **does not** have: - Anyone who knows what a sales agent does - Anyone who has been to MIPCOM or Series Mania - Anyone who knows how to read a Netflix acquisitions brief - Anyone who can deliver a DCP, E&O certificate, or VOD master - Anyone who can turn raw footage into a festival pitch that buyers understand If you bring me in under the proposed structure, Chi Fechil gets all of that. The project becomes **distribution-ready** from day one, not an afterthought once the edit is locked. --- ## Why This Is Better for the Project The current equity agreement values all contributions at the same rate: $1 of labor = $1 of equity. That makes sense for on-set work. It does not make sense for distribution work, which is: - **Scalable:** My network can unlock a $100,000 deal. A sound mixer's labor cannot. - **Risky:** I may spend 6 months and close nothing. A DP's work is guaranteed to appear on screen. - **Post-production dependent:** The value I create happens after the series is finished, not during the shoot. If I take equity instead of a commission, I am effectively subsidizing the project with my network and time at a rate set by a $75,000 budget. That is bad math for me and bad protection for you. If I am not properly incentivized, I will split my attention across your other projects (Tnaash, Micha) and whatever else Cultscale is building. A commission structure keeps me focused on Chi Fechil because my paycheck depends on its commercial success. --- ## The Bigger Picture You and I are not just working on one project. We are building a long-term creative and commercial relationship. I want Chi Fechil to succeed because I want **your work** to succeed — and because every deal I close for you makes the next one easier. If I sign the equity agreement as drafted, I become one of seven partners in a single mini-series, personally liable alongside everyone else, with no control over how it is sold and no guaranteed return for my distribution work. That is not a partnership; it is a constraint. If we do this the right way — **you make the work, I sell it, we both win** — we can run the same playbook on Micha, on future seasons of Chi Fechil, and on every project you write next. --- ## Next Steps 1. **Read this over.** If the structure makes sense, let's discuss numbers and timelines. 2. **Review with Bilal.** He is the cash investor and the person most invested in a commercial return. He should understand that bringing in a distribution rep with a commission structure is standard practice and protects his recoupment by maximizing revenue. 3. **Draft the agreement.** I can have a simple Producer's Rep agreement ready within 48 hours. It will be one page, clean, and modeled on industry-standard language. 4. **Get me materials.** The sooner I have episodes, trailers, and stills, the sooner I can start positioning the project for the next festival and market cycle. --- **I am in. Let's sell this thing.** — Maroun mnm@cultscale.com https://cultscale.com --- *Appendix: Quick reference for Bilal and the other partners* | Question | Answer | |---|---| | Is Maroun taking money out of the project? | No — he is bringing money *in*. His commission only activates if he closes a deal. | | Is this standard? | Yes. Producer's reps and sales agents typically charge 15–25% of license fees. | | Does this dilute our equity? | No. The equity kicker (2–3%) comes from net profits, not from the existing 100% split. It is a bonus slice that only activates if the project generates significant revenue. | | What if Maroun doesn't deliver? | The 90-day exclusivity window limits the risk. If no progress, the project can engage another rep. The retainer is the only sunk cost, and it buys professional packaging and deliverables that the project needs regardless. | | Why not just give him 5% equity instead? | Because equity at this budget level is worth very little until the project sells. A sales commission pays him for the actual work of selling, which is what we need. |