Doing the Job: The 50/50 Pools Waterfall

Drafting the 50/50 pools waterfall into a contract doesn't require a 30-page exhibit. Here are some definitions you can consider and adapt for your own contracts.

Slight publishing schedule rearrangement! My post on the playground magic of the 50/50 pools waterfall will go out on Monday. Today, I’ve got a still-on-topic post that doubles as the debut of one of the exclusive features enjoyed by members of this Substack’s premium tier, The Business of Television Max+: my special series for practicing lawyers and business affairs executives who want the deepest, most practical advice they can get about how to do their jobs at the highest possible level. I call it Doing the Job.

Doing the Job posts give you the kind of nittiest-of-the-grittiest guidance about the real work of being a studio lawyer/dealmaker that you could only otherwise get from an uninterrupted half-hour one-on-one meeting with a very supportive (and undistracted) boss.¹

And how do I manage to do that in blog format? In two simple steps:

1. Copying and pasting excerpts from my personal archive of go-to contract forms, actual negotiated deals, and even real-life work emails to both clients and counterparts;² and

2. Annotating them to the gills to extract meaningful lessons, explain technical terms, and reveal the hidden choices and rationale behind the specific words and phrases I used (and some of the ones I didn’t).

This first-ever Doing the Job is the second post in a three-part series dedicated to a classic revenue sharing structure from the independent film world: the 50/50 pools waterfall. On Monday, I led you through the waterfall, step-by-step, from the first dollar of revenue earned to the last point of Net Proceeds paid. Next Monday, I will (finally) break down why this revenue sharing system feels so intuitively fair and explore what makes it such a potent and flexible dealmaking tool. Today, I’m going to show you the default language that I use in my own deals to capture the 50/50 pools waterfall — which I developed for (and in collaboration with) one of the leading producer/financiers working in “indie TV” today — and reveal why it’s written exactly the way it is (and what changes you might use to make it your own).

To give readers a sneak peek of what they can get from my Doing the Job posts, this first one is going out to all The Business of Television Max subscribers by email, and will be available to all subscribers on the site for a month. (After that, it goes behind the Max+ paywall for good, but your emails are yours to keep forever, and feel free to forward them.)

Already a The Business of Television Max subscriber and like what you see? Upgrade to Max+ by the end of next week to receive your first year’s premium membership for $300 — 40% off the usual annual rate. (Annual subscribers receive a credit toward their new Max+ membership for the unused portion of their current subscription. Offer expires at 11:59 p.m. PDT on April 5, 2026.)

Not a Max subscriber yet? Sign up now for a 7-day free trial, which will let you see not just the full text of this post, but also my Glossary of Industry Terms, specially designed Scale Cheat Sheets, and everything I’ve written for The Business of Television Max(+) to date, including my four-part series about the Paramount/Warner Bros. merger (check out part 1 now without a subscription), my two-part series about why bullying negotiation tactics don’t really work (and how you can make sure of it), and my full three-part series about the mechanics and magic of the 50/50 pools waterfall that we are about to dive into…

Definition of “Net Proceeds”

“Net Proceeds” means any and all amounts received by or credited to³ Producer on a non-refundable⁴ basis in connection with the Project and any sale, license and/or exploitation of any kind thereof⁵ (in any and all media now known or hereinafter devised, in any and all languages or versions, worldwide, in perpetuity)⁶ (collectively, “Gross Receipts”) remaining after deducting:⁷