DRAFT, pending counsel review. This document is an internal draft prepared on 2026-04-26 by the engineering team. It has NOT been reviewed by external legal counsel. Do not rely on it for legal advice. Effective date is a placeholder pending sign-off. Apostle Pty Ltd makes no representation that this draft satisfies any specific jurisdictional requirement until counsel-reviewed.

PYLON Minimum Guarantee Addendum (Template)

Revision date: 2026-04-26 (draft v0.1.0) Audience: Invited / festival-curated Creators offered a minimum guarantee by PYLON Companion document: /legal/filmmaker-distribution-agreement

Table of contents

1. Purpose and definitions
2. The minimum guarantee
3. No cross-collateralisation across Titles
4. Schedule of MG payments
5. Recoupment from Pro-Rata Share
6. Forfeiture for breach
7. Tax treatment
8. Reporting and visibility
9. Reversion interaction
10. Term and survival
11. Schedule A, MG details
12. Contact and version history

---

1. Purpose and definitions

1.1 Purpose

This Addendum applies where PYLON, in its sole discretion, offers a Minimum Guarantee ("MG") to a Creator for a specific Title. The MG is a guaranteed minimum payment, recoupable from the Creator's Pro-Rata Share of future Net Pool earnings on the Title to which the MG relates.

1.2 Relationship to the Filmmaker Distribution Agreement

This Addendum is incorporated into the Filmmaker Distribution Agreement between the Creator and Apostle Pty Ltd ("PYLON"). Capitalised terms used but not defined here have the meanings given in the Agreement (clause 3). In the event of any inconsistency between this Addendum and the Agreement, the Addendum controls as to the MG and the Agreement controls as to all other matters.

1.3 Eligibility

PYLON may offer an MG to:

• Creators invited via PYLON's curator-driven invitation programme;
• Creators whose Titles are sourced from festival-curated competitions PYLON partners with;
• Creators whose Titles PYLON wishes to position as flagship or programming-line content;
• any other Creator at PYLON's sole discretion.

The MG is not a standard term offered to all Creators. It is offered on a per-Title basis and reflects PYLON's commercial assessment of the Title's value to the platform.

1.4 Definitions

In this Addendum:

• Minimum Guarantee or MG, the guaranteed amount specified in Schedule A, payable in the instalments set out there.

• Recoupable Advance, the MG amount, treated as an advance against the Creator's Pro-Rata Share of Net Pool earnings on the Title to which the MG relates, recoupable in the manner described in section 5.

• Recoupment Period, the period during which PYLON may recoup the MG from the Creator's Pro-Rata Share. The default is the Term of the Agreement (including Renewal Terms), unless a shorter period is specified in Schedule A.

• Title-Specific, recoupment is restricted to the specific Title for which the MG was paid; see section 3.

2. The minimum guarantee

2.1 PYLON's MG commitment

PYLON commits to pay the Creator the MG amount specified in Schedule A, on the schedule specified there, in addition to (and prior to recoupment from) the Creator's Pro-Rata Share of Net Pool earnings on the Title.

2.2 Currency

The MG is denominated and paid in United States dollars (USD). Currency / FX provisions in /legal/payout-terms apply to MG payments in the same way they apply to ordinary Compensation.

2.3 Payout mechanism

MG payments are released through the same Stripe Connect Express account the Creator uses for ordinary Compensation, subject to the KYC and tax-form requirements in /legal/payout-terms.

2.4 No threshold

The US$25 minimum payout threshold in /legal/payout-terms does not apply to MG payments. MG instalments are paid in full on their scheduled dates regardless of threshold.

3. No cross-collateralisation across Titles

3.1 Title-by-title recoupment

The MG is title-specific. PYLON may recoup the MG only from the Pro-Rata Share earned by the Title to which the MG relates. PYLON will not apply unrecouped MG balance from one Title against the Creator's Pro-Rata Share earned by any other Title.

3.2 Multi-Title MGs

If PYLON pays an MG against multiple Titles in a single Schedule A (e.g. a slate deal), Schedule A must allocate the MG between the Titles. Recoupment then proceeds title-by-title against the allocations in Schedule A.

3.3 Why this clause exists

This is a deliberately Creator-favourable clause within an otherwise PYLON-favourable suite of agreements. Cross-collateralisation across Titles is a common feature of major-distributor MG deals; PYLON's position is that title-by-title recoupment is fairer to Creators in short-form work where individual Title outcomes vary widely.

PYLON reserves the right to negotiate cross-collateralisation in specific slate deals; if it does, Schedule A will say so explicitly, and the Creator will be advised in writing to consider independent legal advice.

4. Schedule of MG payments

4.1 Default schedule

Unless Schedule A specifies otherwise, the default MG instalment schedule is:

• 50% on signature of this Addendum;
• 50% on PYLON's publication of the Title on the PYLON service.

4.2 Publication trigger

"Publication" means the Title becoming available to authenticated PYLON subscribers on the PYLON service for SVOD streaming, evidenced by the Title's published_at timestamp in PYLON's database.

4.3 Conditions precedent to publication payment

The publication payment is conditional on:

• (a) the Creator having delivered a final, locked master and Provenance Materials;
• (b) the Creator having executed all required releases (talent, music, AI provenance);
• (c) the Title having passed PYLON's editorial scorecard and any required quality-control review;
• (d) the Creator having a verified Stripe Connect account.

If publication is delayed beyond 90 days from signature due to Creator-side reasons, PYLON may at its election pause the publication payment until publication occurs.

4.4 Late payments

If PYLON is more than 14 days late on any scheduled MG instalment, the Creator may, on written notice and after a 7-day cure period, treat the late payment as a material breach of the Agreement under clause 8.

5. Recoupment from Pro-Rata Share

5.1 Recoupment mechanic

PYLON shall apply 100% of the Creator's monthly Pro-Rata Share earned by the Title (calculated under clause 10 of the Agreement) toward recoupment of the MG, until the MG has been fully recouped.

5.2 No interest

The MG does not bear interest. PYLON does not charge the Creator any financing cost for the time-value of the advance.

5.3 Statement transparency

The Creator's monthly statement at /studio/earnings shows:

• the cumulative MG paid to date;
• the cumulative Pro-Rata Share recouped against the MG;
• the unrecouped balance;
• the post-recoupment Net Compensation actually paid.

5.4 Post-recoupment payouts

Once the MG is fully recouped, the Creator's Pro-Rata Share for the Title flows through to ordinary Compensation under the Agreement, paid monthly per /legal/payout-terms.

5.5 Unrecouped balance at end of Recoupment Period

If, at the end of the Recoupment Period, the MG has not been fully recouped from the Title's Pro-Rata Share:

• (a) the unrecouped balance is forgiven, PYLON does not pursue the Creator for repayment;
• (b) the Creator does not owe PYLON the shortfall;
• (c) the Creator does not have any further obligation to PYLON arising from the unrecouped balance.

This forgiveness clause reflects the recoupable-advance treatment of MGs and is what distinguishes the MG from a loan.

6. Forfeiture for breach

6.1 Material breach by Creator

If the Creator commits a material breach of the Filmmaker Distribution Agreement (clause 8 of the Agreement), and the breach is not cured within the cure period, PYLON may:

• (a) cease paying any unpaid MG instalments;
• (b) accelerate any unrecouped MG balance and treat it as immediately repayable by the Creator;
• (c) set off the unrecouped balance against any other Compensation payable to the Creator under any other Title (clause 10.9 of the Agreement).

6.2 Specific breach categories triggering forfeiture

For the avoidance of doubt, the following categories of breach trigger forfeiture under section 6.1:

• materially false AI provenance attestation (/legal/ai-provenance-attestation);
• failure to clear talent or music rights (/legal/talent-likeness-release, /legal/music-sync-clearance);
• delivery of a Title that infringes third-party intellectual property;
• delivery of a Title that violates PYLON's editorial guardrail (clause 17 of the Agreement) and PYLON declines to publish the Title;
• repeat-infringer suspension (clause 19 of the Agreement);
• pulling the Title from PYLON's service in breach of the exclusivity covenants in this Addendum (none, the Title remains non-exclusive, but the Creator may not affirmatively withdraw the Title from PYLON in breach of clause 4 of the Agreement).

6.3 PYLON-side breach

PYLON's failure to publish the Title within 90 days of signature for PYLON-side reasons (e.g. operational failure, editorial decision to shelve the Title), without an equivalent compensatory action, may at the Creator's election trigger PYLON's payment of the publication instalment of the MG anyway, with no recoupment obligation, in recognition of the Creator's reliance.

7. Tax treatment

7.1 Recoupable advance, not a fee

PYLON's MG payments are treated as recoupable advances, not as fees, for the purposes of:

• US IRS reporting (typically Form 1099-NEC for US Creators or Form 1042-S for non-US Creators receiving US-source income);
• Australian GST reporting where the Creator is GST-registered (the MG is reported in the period it is paid, with a corresponding reduction in subsequent ordinary Compensation reporting as recoupment occurs).

7.2 Reporting

PYLON's annual tax forms reflect the MG as an advance in the year of payment. Subsequent recoupment from Pro-Rata Share is not a double-counted payment to the Creator, the recouped amount has already been reported in the year the MG was paid.

7.3 Withholding

US backup withholding and treaty withholding apply to MG payments in the same way they apply to ordinary Compensation, per /legal/payout-terms.

7.4 GST

For Australian Creators registered for GST, MG instalments are GST-inclusive on the same basis as ordinary Compensation. The Creator shall provide a tax invoice (or rely on PYLON's RCTI) for each MG instalment.

7.5 Forgiven balance

A forgiven unrecouped balance under section 5.5 may give rise to reportable income for the Creator under applicable tax law in some jurisdictions, but PYLON makes no representation about the Creator's tax position. The Creator should consult its own tax adviser.

8. Reporting and visibility

8.1 MG visible in /studio

The MG's existence, payment schedule, recoupment progress, and unrecouped balance are visible to the Creator at /studio/earnings under the affected Title.

8.2 Confidentiality

The MG amount is confidential under clause 16 of the Agreement. Neither Party shall disclose the MG amount or the existence of this Addendum to any third party except:

• as required by law or regulator;
• to professional advisers under standard confidentiality;
• to prospective acquirers of either Party under standard NDA;
• with the other Party's prior written consent.

PYLON may publish aggregate, anonymised statistics about MG payouts (e.g. "PYLON paid US$X in MGs to Y Creators in [year]") without breaching this clause.

9. Reversion interaction

9.1 MG does not block reversion

An MG is not exclusivity. The non-exclusive grant in clause 4 of the Agreement is unchanged by the existence of an MG.

The auto-reversion clauses in /legal/reversion-policy continue to operate. If the Title auto-reverts (e.g. PYLON fails the 6-month FAST test), the Creator's rights snap back regardless of unrecouped MG balance.

9.2 Effect of reversion on MG

On auto-reversion of the Title:

• (a) any unpaid MG instalment that had not yet become due is cancelled;
• (b) any unrecouped MG balance is forgiven (consistent with section 5.5);
• (c) PYLON has no claim against the Creator for repayment.

9.3 Effect of Creator-elected exit on MG

If the Creator exercises the 90-day exit right under clause 8 of the Agreement, and the exit is valid (PYLON's material breach unhealed), the same effect as section 9.2 applies, unrecouped MG balance is forgiven.

9.4 Effect of Creator material breach on MG

If the Agreement is terminated for the Creator's material breach, the consequences in section 6 apply, including PYLON's right to recover the unrecouped MG balance from other Compensation.

10. Term and survival

10.1 Term

This Addendum begins on the date specified in Schedule A and ends on the earlier of:

• the end of the Recoupment Period;
• termination of the Agreement;
• auto-reversion of the Title.

10.2 Survival

The following sections survive termination of this Addendum:

• section 3 (no cross-collateralisation, to confirm PYLON's commitment after the fact);
• section 5.5 (forgiveness of unrecouped balance on Title-side reversion / non-default termination);
• section 6 (forfeiture mechanics, for any unrecouped balance still owing);
• section 7 (tax treatment).

11. Signature

Signed for the Creator:

  Name (printed):     ___________________________________

  Title / capacity:   ___________________________________

  Date:               ___________________________________

  Signature:          ___________________________________


Signed for PYLON / Apostle Pty Ltd:

  Name (printed):     ___________________________________
                      [Authorised signatory: TBD]

  Title / capacity:   ___________________________________

  Date:               ___________________________________

  Signature:          ___________________________________

---

Schedule A, MG details

A.1 Title

Field	Value
Title (working)	[Title]
Slug	[slug]
Director / Creator legal name	[Creator Legal Name]

A.2 MG amount and schedule

Instalment	Trigger	Amount (USD)	Target date
1	Signature of this Addendum	[USD amount]	[Date]
2	PYLON publication of the Title	[USD amount]	[Date]
(additional instalments)	[trigger]	[USD amount]	[Date]

Field	Value
Total MG	[USD amount]
Recoupment Period	[Default: Term of Agreement / shorter period]
Cross-collateralisation	None, Title-by-Title only

A.3 Recoupment-rate override

Field	Value
Default recoupment rate (% of Pro-Rata Share applied to MG)	100%
Override (if any)	[None / X%]
Effect of override on MG forgiveness at end of Recoupment Period	[Standard / specific]

A.4 Multi-Title slate (only if applicable)

If this Addendum covers multiple Titles in a slate deal, allocate the MG amount across Titles. Recoupment is title-by-title against each Title's allocation.

Title	Slug	MG allocation (USD)
[Title 1]	[slug-1]	[allocation]
[Title 2]	[slug-2]	[allocation]

Total slate MG	[USD amount]

A.5 Effective date

Field	Value
Effective date of this Addendum	[Date]
Authorised signatory for PYLON	[Authorised signatory: TBD]

---

Contact

• Filmmaker support: [email protected]
• Payouts (MG questions): [email protected]
• Legal: [email protected]

Version history

Version	Date	Author	Notes
0.1.0-draft	2026-04-26	engineering	Initial draft, pending counsel