[EXHIBIT 10.1.24]
[LOGO]
CELEBRATION
January 25, 2005
Xxxx Xxxxxxx
Sales & Marketing Coordinator A V Pictures, Ltd Caparo House
l03 Xxxxx Street 2nd Floor
London Wl U 6LN
Dear Xxxx,
Enclosed please find two executed copies of the Short Form Sales
Agency Agreement for your counter execution. As modification
thereof and as an inclusion thereto A V Pictures Ltd. and
Celebration International Pictures Ltd hereby agree that the
figures in Schedule 1 of the Agreement shall be adjusted upward
by mutual agreement should Celebration secure a Studio release of
"The Aryan Couple". This letter shall be attached to the
Agreement becoming a part of the whole thereof.
Xxxx Xxxx, Chairman
Agreed to and accepted on behalf of A V Pictures Ltd this___day
of January 2005,
___________________________
Xxxxxx Xxxxxxx
Its:_______________________
Celebration International Pictures (BVI) Ltd
c/o F.A.M.E.
0000 Xxxxxxxx Xxxx., Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Ph: 000.000.0000 Fx: 000.000.0000
Aryan Couple The - Sales Agency Agreement signature copy - 25.01.05
SHORT-FORM SALES AGENCY AGREEMENT
---------------------------------
AGREEMENT dated as of 25th January 2005 between CELEBRATION
INTERNATIONAL PICTURES (BVIJ LIMITED, C/O Film And Music
Entertainment of 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000, Xxx
Xxxxxxx, XX 00000, ("Producer") and AV PICTURES LIMITED of Caparo
House, 2nd Floor, 000 Xxxxx Xxxxxx, Xxxxxx X0X 0XX ("AV Pics").
(1) Producer owns or controls all rights in and to an original
screenplay by Xxxx Xxxx and Xxxxxxx Xxxxxxxxx entitled The
Aryan Couple ("the screenplay") and has completed a feature
length film based on the screenplay (with a running time
excluding end credits of not less than 93 minutes) ("the
Film"),
(2) The Film was produced and directed by Xxxx Xxxx and stars
Xxxxxx Xxxxxx, Xxxx Xxxxxxx, Xxxxx Xxxxxxx and Xxxxxxxx
Xxxxxx.
(3) Upon signature of this agreement AV Pics will become the
sole and exclusive sales representative for the Film, on the
terms and conditions contained herein, for all Theatrical,
Non-Theatrical, Video (including DVD and Video on Demand},
Television and Internet right~ throughout the world
excluding North America (defined as the U.S. and Canada}
it's territories and possessions ("the Territory"}, Internet
rights will be "frozen" until Internet exhibition can be
limited to a particular territory, The term of this
agreement is 15 (fifteen} years from delivery of the Film
with a right of "first and last" on an extension of such
period.
(4) Producer will supply AV Pics with Chain of Title.
(5) A budget for marketing costs and costs incurred by AV Pics
in selling the Film (not to exceed US$25,000.00 will be
discussed and agreed between the parties hereto and such
costs shall include AV Pics' attendance at the major film
markets of Cannes 2005 and A.F.M. 2005 plus any additional
markets or film festivals as agreed between both parties
hereto. Producer has full consultation rights on the
marketing of the Film, in the exercise of which both parties
undertake to use reasonable endeavours to reach agreement.
Such marketing costs incurred by AV Pics and approved by the
producer shall be remitted to AV Pics upon receipt by
Producer of invoices covering such expenditure. The producer
will supply AV Pics with all press kits, brochures, posters
and any further promotional material that the producer
manufactures.
(6) The Producer shall deliver or grant access to AV Pics free
of charge all of the items as detailed on the attached
Schedule of Delivery requirements.
(sig.)
Aryan Couple The - Sales Agency Agreement signature copy - 25.01.05
(7) All revenue arising from exploitation of the Film will be
deposited in an Independent Escrow Collection Account and
distributed from such account in accordance with the terms
of a Collection Agreement to be entered into between the
parties hereto and the Bank or independent Collection Agent
appointed to manage the account, such Collection Agreement
to be subject to trust and audit provisions acceptable to
producer and AV Pics. It is hereby acknowledged that Freeway
CAM is AV Pics' nominated Collection Agent.
(8) Sales Estimates are attached hereto and are incorporated
into this Agreement as Schedule 1. AV Pics cannot sell the
Film at a price below the "Minimum" for any territory
without the prior written consent of producer, such consent
not to be unreasonably withheld, and such consent to be
given to AV Pics within 5 (five) business days from receipt
by producer of such request either by email, fax or
telephone (the "Consent Period") it being understood and
agreed that if the producer has not responded within such
Consent Period then such approval shall be deemed as having
been given (and during major film markets such Consent will
be deemed as given if no response is received within 24
hours from producer's receipt of the request from AV Pics,
provided that such offer is not less than 75% of the
"minimum" price).
(9) AV Pics will be entitled to the following remuneration:
15% sales commission on all revenue arising from
distribution agreements arranged by AV Pics throughout the
Territory and such sales commission continues to arise on
all overages paid by distributors from such sale(s).
(10) AV Pics will have the right Of first negotiation with
respect to selling any remake, sequel, prequel or Television
spin-off of the Film.
(11) AV Pics undertakes to use all reasonable endeavours to
achieve the best commercial terms for distribution of the
Film and to market the Film accordingly. AV Pics also
undertakes to enter into distribution agreements only on
normal commercial terms typical within the film industry the
form of which is to be approved in writing by producer, such
approval not to be unreasonably withheld.
(12) This agreement may be terminated by either party in the
event of the bankruptcy or insolvency of the other or in the
event of a material breach of the terms hereof.
(sig.)
Aryan Couple The - Sales Agency Agreement signature copy - 25.01.05
(13) It Is understood and agreed that this agreement will be
replaced in due course by a "Iong-form" version but in the
meantime is legally binding on the parties hereto and is
governed by English Law.
Signed by XXXXXX XXXXXXX
for and on behalf of
AV PICTURES LIMITED . . . . . . . . . . . . . . . . . . .
Signed by XXXX XXXX
for and on behalf of
CELEBRATION INTERNATIONAL
PICTURES (BVI) LIMITED . . . . . . . . . . . . (sig.). . . .
Aryan Couple The - Sales Agency Agreement signature copy - 25.01.05
SCHEDULE OF DELIVERY Requirements
---------------------------------
SECTION 1
---------
ORIGINAL FILM MATERIALS
-----------------------
A letter signed by both the Producer and the Laboratory
holding the Film (hereinafter called "the Laboratory") to
the effect that the Laboratory is holding the materials with
respect to the Film listed below in the name of the Producer
(subject only to the terms of the Laboratory Pledgeholder
Agreement):-
I. FEATURE
-------
(i) The original 35mm negative of the Film, fully cut, main
and end titled, assembled and conformed in all respects
to the final form of the Film.
(ii)The original 35mm interpositive of the Film fully cut,
main and end titled, edited and assembled, conforming
in all respects to the edited final form of the Film
(iii) The master stereo 2 track SV A (Left total, Right
total) 35mm or DA88 final mixed that conforms to the
edited final form of the film
(iv)The wholly original 35mm English version sound track
negative (optical negative) of the Film derived from
the wholly master stereo SVA 35mm final mixed track as
specified in (iii) above and conforming in all respects
to the edited final form of the film.
(v) The original music masters of the entire musical score
in the form and format recorded (whether or not
included in the final version of the Film)
(vi)Access to Magneto Optical disc (MO disc) containing 6
track SR-D and 2 track SR mix. This Shall be in perfect
synchronization with the original picture negative.
(vii) Access to the original negative of backgrounds of
all main and end titles, captions, subtitles and inserts.
IF THE PICTURE INCLUDES SUBTITLES, CAPTIONS ETC. THE
MANUFACTURE OF THESE ITEMS MUST BE DISCUSSED WITH A V
PICTURES. IN THE EVENT THERE ARE MORE THAN OCCASIONAL
SUBTITLES ETC., DELIVERY SHOULD INCLUDE ONE TEXTLESS
AND ONE SUBTITLED INTERNEGA TIVE AND CORRESPONDING
CHECK PRINTS.
AV PICTURES MUST BE CONSULED IF THE ORIGINAL NEGATIVE
IS EITHER SUPER 16MM OR SUPER 35MM.
(sig.)
Aryan Couple The - Sales Agency Agreement signature copy - 25.01.05
Technical Specifications for all recording formats are attached
hereto in appendix 2.
SECTION 2
---------
A V PICTURES FILM MATERIALS -
DESIGNATED BY A V PICTURES AT NO COST TO A V PICTURES:
-----------------------------------------------------
I. FILM, SOUND & VIDEO ELEMENTS
----------------------------
1. FEATURE
-------
(i) 1 x first class 35mm composite positive answerprint of the
Film, fully cut, titled and assembled and with the sound
track thereof in perfect synchronization throughout with the
photographic action thereof.
(ii) 2 x35mm/DA88 5.1 Six track original language fully mixed
digital version of the sound track. Containing (if
applicable) Left, Centre, Right, Left Surround, Sub Woofer.
(iii) 3 x 35mm Internegatives of the Film made from the
interpositive held at the Laboratory, conforming in all
respects to edited final form of the film
(iv) 3 x 35mm check print fully graded to conform in all respects
with the Internegatives (item iii). If the picture is foreign
language.
(v) 2 x 35mm or DA88 sound track negative (optical negative) of
the Film derived from the wholly master stereo 8V A 35mm
final mixed track held at the Laboratory
(vi) 2 x 35mm interpositive of the textless backgrounds to the
main and end titles and inserts/subtitles/captions that
appear throughout the Film. These should be in the order
they appear throughout the Film. Each section should be
indented and should start on a clean cut point.
(vii) 2 x 35mm internegative of the textless background to
the main and end titles and inserts/subtitles/ captions that
appear throughout the Film. These should be in the order
they appear throughout the film. Each section should be
indented and should start and end on a clean cut point.
(viii) 3 x DA88 fully mixed Stereo 6 track music and effects
of the film, conforming in all respects to the edited final
form of the Film, in the following format (4+2)Left, Center,
Right, Surround, Dialogue, any additional effects
(iix) 2x DA88 of combined M&E in sync. With the Film recorded
in the following format: Left, Centre, Right, Left Surround,
Right, Surround, Sub woofer.
(ix) 2 x DA88 triple track magnetic master of the dubbed sound
track, such magnetic master to contain separately a mixed
dialogue track, a mixed music track and a mixed effects
track.
(x) 2 x DAT of all music in the picture this will include the
score and songs including any third party recordings.
(xi) One (I) High-Definition D-5 4:3 pan and scan full frame
(with side xxxxxx), one (I) High Definition D-5 16:9 full
frame 1.77 videomaster. Each videomaster tape must be
manufactured from the interpositive of the picture. The
master tapes shall have English composite on channels I and
2 and composite Music and effects on channels 3 and 4.
Textless backgrounds for the main, end and any insert titles
shall appear sixty seconds after the Film in each video
master tape.
(sig.)
Aryan Couple The - Sales Agency Agreement signature copy - 25.01.05
5. The following Digital Betacam down conversions shall be
manufactured from the High Definition D- 5's specified in (vii)
above:
Digital Betacam Pal and NTSC 4:3 full frame Digital Betacam
Pal and NTSC 1.85 letterbox Digital Betacam Pal and NTSC 16:9
full frame
2. TRAILER
-------
(i) 2 x first class 35mm composite positive print, fully cut,
titled and assembled and with the sound track thereof in
perfect synchronization throughout with the photographic
action thereof.
(ii) 2 x 35mm Interpositive, fully edited and titled
(iii) 2 x 35mm Internegative , fully edited and titled,
conforming to Interpositive specified in section (ii).
(iv) 2 x DA88 2 track SV A final mixed magnetic
2 x DA88 stereo sound track negative derived from SV A
magnetic in item (iv) above.
2 x DA88 stereo fully mixed 6 track music and effects
magnetics
(v) 2 x Digital betacam PAL and Digital betacam NTSC
master with final mix on channels 1 and 2 and music and
effects magnetic on channels 3 and 4
(vi) Spotting list for the Trailer.
3. ALTERNATIVE/ TV VERSION (if applicable)
---------------------------------------
(i) 1 x first class 35mm composite positive showprint of the
Alternative Version.
(ii) 1 x 35mrn Interpositive of the Alternative Version
(iii) 1 x 35mm Internegative of the Alternative Version,
(iv) 1 x 35mm separate sound track negative of the
Alternative Version.
(v) 1 x Digibeta PAL master of the Alternative Version, with
final mix on channels I and 2 and music and effects on
channels 3 and 4
(vi) 1 x Digibeta NTSC master of the Alternative Version, with
final mix on channels 1 and 2 and Music and effects on
channels 3 and 4
4. STEMS
-----
The separate 35mm magnetic dialogue, sound effects and music
stems used to manufacture each Stereo Print Master fully
conformed to match the final version of the applicable
Stereo Print Master.
5. MUSIC CUES
----------
A 1/4" tape at 15 ips of all the original music cues that are
the final version of the Film. This recording shall not be a
copy of the music stripe, but rather the music as it was
originally recorded. The recording shall be provided with a
60Hz reference and should be of the Nagra sync pulse
configuration.
(sig.)
Aryan Couple The - Sales Agency Agreement signature copy - 25.01.05
6. TITLE MATERIALS
---------------
Any original elements including cells, hi definition effects
masters, original artwork etc. used to produce the main and
end insert titles.
7. WORK PRINT
----------
The "work print" of the Film consisting of the editing and/or
cutting prints that were used in the final editing of the Film
(conformed), together with the sound track working prints which
shall also be conformed as closely as possible.
8. FILM MATERIALS
--------------
All other positive and negative film materials and all other
magnetic tape materials produced in connection with the
Film, including but not limited to, all trims, outtakes,
tests, sound elements, videotapes and scrap film, at
whatever stage of completion, and whether or not included in
the completed Film. When edited electronically, access to
the 3/4", Beta SP, and optical disc tapes.
9. EDITING MATERIALS
-----------------
All documents and paperwork pertaining to the editing and
sound mixing of the Film, including but not limited to, the
editor's lined cutting script, continuity by reel, coding
book, laboratory and sound logs, dubbing sheets, and title
and optical count sheets. Ail materials shall be reasonably
packaged, catalogued and identified and inventoried to
facilitate access to and use of the materials. Inventory
must be provided directly to A V Pictures.
10. ADVERTISING MATERIALS
---------------------
As soon as available all film, tape and sound elements and
other material produced or usable for the purpose of
trailers, TV spots and similar promotional purposes, and to
all existing trailers, TV spots and other promotional films
relating to the Film. If Producer is required to deliver a
completed trailer to A V Pictures, such materials as A V
Pictures requires in connection therewith in accordance with
A V Pictures usual practices.
11. CONTINUITY
----------
(i) A detailed dialogue and action continuity and master title
list of the completed Film prepared in accordance with A V
Picture's customary format and specifications, including
translations of any foreign dialogue or vocal parts and
choruses therein, conformed in all respects to the action
and dialogue contained in the Check Print, and in such form
as to be suitable for the purpose of submission to
censorship boards and other customary uses by A V Pictures.
In any event the continuity does not satisfy A V Pictures
specification, A V Pictures may prepare a continuity at
Producer's expense. One copy of final continuity/
dialogue/spotting list on disc.
(ii) 1 x Final shooting script and 1 x lined post script
II MUSIC ITEMS
-----------
1. Music Cue Sheet
---------------
Two (2) copies of a music cue sheet showing the title of
each composition, the names of composers, publishers and
copyright owners, the usages (whether instrumental,
instrumental-visual, vocal, vocal. visual or otherwise), the
place of each composition showing the film footage and
running time for each cue, the performing rights society
involved and any other information customarily set forth in
music cue sheets.
(sig.)
Aryan Couple The - Sales Agency Agreement signature copy - 25.01.05
2. Musical Score
-------------
A copy of the conductor's score of the entire musical score
of the Film, together with all original music, manuscripts,
instrumental vocal parts and other music of every kind
prepared in connection With the Film.
3. Music Contracts
---------------
A copy of the contracts covering the acquisition and
performance of all music and lyrics utilized in connection
with the Film, including all AF of M contracts for union
musicians whose performances were utilized in the score or
on camera, and SAG contracts for any singers hired through
the guild whose performance is utilized in the score or on
camera.
4. Music Licenses
--------------
A copy of the master use and synchronization licenses and
other necessary permissions in a form reasonably acceptable
to AV Pictures with respect to all music contained in the
Film. Such contracts, licenses and permissions must convey
to AV Pictures the right to use the music, lyrics or
recordings, as applicable, in the Film in any and all media
now known or hereafter devised throughout the universe, in
perpetuity, without payment of any further compensation for
the grant of such rights and shall include the right to use
the music, lyrics or recordings, as applicable, in
advertisements, trailers and promotions of the Film.
III. PUBLICITY AND ADVERTISING MATERIALS
-----------------------------------
As soon as possible, Producer shall deliver the materials
described below.
1. Still Photographs
-----------------
Producer shall assign to the Film an experienced still
photographer who shall provide comprehensive coverage of all
aspects of the production, including different scenes,
single and combination shots of principal actors and behind-
the-scenes coverage, including stills of the director of the
Film and of the director with the principal actors. The
materials shall be 35mm in size, and photographs therefrom
shall be suitable for publicity and advertising in
lithograph and letter press processes and poster art.
Producer shall deliver the following still photographs:
a) Black & White
-------------
The original negatives of all black and white still
photographs taken in connection with the Film, which
shall not be less than 150 negatives. During production
of the Film Producer shall deliver to A V Pictures
black and white contact sheets of all shot~ taken from
the Film.
(b) Colour
------
The original colour transparencies and all original
colour negatives taken in connection with the Film,
which shall not be less than 150 in the aggregate.
(c) Special Photography
-------------------
All special photography taken in connection with or
related to the Film, and delivery of such amount as may
be reasonably requested by A V Pictures. In connection
with any special photography, Producer shall engage the
photographer's services as a "work made for hire".
Accordingly, Producer shall be the author and exclusive
owner of all materials, and all of the right, title and
interest therein. All such rights shall be, and hereby
are, assigned to A V Pictures upon delivery of the
materials. The rights secured from the photographer
shall include the right to use the materials for
publicity, advertising, promotion, merchandising and
other exploitation in connection with the Film.
(sig.)
Aryan Couple The - Sales Agency Agreement signature copy - 25.01.05
2. Photo Identifications, Releases and Clearances
----------------------------------------------
(a) Identifications
---------------
Each photograph shall contain notations or a separate
written statement identifying the persons and subject matter
depicted therein.
(b) Releases
--------
Producer shall deliver any and all releases of persons
appearing in the photographs needed for A V Pictures
intended use thereof. Delay in obtaining such releases shall
not delay delivery of the photographs.
(c) Clearances
----------
Producer shall deliver a statement indicating the parties
who have the right to approve still photographs taken in
connection with the Film, including excerpts of the
contractual requirements.
3. Publicity Materials
-------------------
Producer shall assign a unit publicist to the Film. Delivery
shall include:-
(a) Written Press Kits
------------------
Written press kits, including production information,
interviews with actors and other person: connected with the
Film, feature stories and news releases. Four (4) copies of
each of long form synopsis (3 pages) and a two (2) paragraph
synopsis of the story of the picture. Both synopsis should
be in the English language.
(b) Electronic Press Kits
---------------------
Electronic press kits, including interviews with the actors
and other persons connected with the Film, featurettes (if
available) and B-Roil behind-the-scenes footage of actors
and filmmakers working.
(c) Other Materials
---------------
All other publicity materials prepared in connection with
the Film, including publicity activity reports, tearsheets
and television excerpts of interviews related to the Film.
(d) Artwork
-------
Original artwork to be used for a one sheet poster for the
Film.
IV. CREDIT ITEMS
------------
Producer shall deliver the following items as soon as
available. All credit requirements shall be consistent with
industry custom and practice.
1. Titles
------
A list of the main and end title credits of the Film as the
list of credits appear exactly on the screen Credit Block
{bromide and CD) and Contractual logos {on CD).
(sig.)
Aryan Couple The - Sales Agency Agreement signature copy - 25.01.05
2. Paid Advertising Statement
--------------------------
A statement of the paid advertising requirements for the
Film, including a top sheet which indicates the exact
placement, wording and size of each paid advertising credit.
The statement shall also set forth obligations to accord
credit in paperbooks, on sound recordings and in
videocassette packages The statement shall contain
photographic excerpts taken from the actual contracts of:
a) credit obligations, and (b) name and/or likeness
restrictions in connection with the advertising and/or
publicity of the Film, merchandising and promotional tie-
ins.
3. Cast and Crew List
------------------
(i) A list indicating: (a) the name of the character portrayed
by each player, and (b) the names of all technical personnel
(including their title or assignment) involved in the
production of the Film. Including relevant addresses &
telephone numbers of agents/representatives.
V. E & O INSURANCE
---------------
A copy of a "Motion Picture producer and Distributor
Errors and Omissions" insurance policy as specified in
Clause -- of the Agreement.
VI. DOCUMENTS
---------
1. Chain-of-Title Documents, including without limitation:
Copyright and Title report
--------------------------------------------------------
All relevant copyright and other rights agreements for screenplay
and picture.1re Documents required for US Copyright registration
short form assignment etc.)
2. French CNC - documents required for French CNC (short form
----------
chain-of title), certificate of authorship)
3. Certificate of Nationality: Ten copies of the Certificate of
--------------------------
Nationality of the film.
4. Sound Laboratory Agreement: i.e. Dolby Licence
--------------------------
5. Literary Materials
------------------
Two copies of all material upon which the Film was based,
including but not limited to, the story, literary materials,
drafts of all screenplays and treatments and final shooting
script.
7. Contracts
---------
One copy of all employment agreements for writers,
producers, directors, principal cast and all senior crew
such as director of photography, film editor and production
designer, and upon request, a copy of all agreements,
licences, waivers, permissions or other documents relating
to the production of the Film, including but not limited to,
clip licences, script clearances and permissions, including
photographic or portrayal releases, rental contracts,
location agreements and other contracts for production
personnel. In addition, in the event a "Making Of' or
"Featurette" type film is included in the rights granted to
AV Pictures, Producer shall provide AV Pictures with
copies of the necessary releases obtained in connection with
the use of actors' names and likenesses in such "Making Of'
or "Featurette" type film.
8. Dubbing/Editing Restrictions
----------------------------
As soon as possible, Producer shall deliver the following
information.
(sig.)
Aryan Couple The - Sales Agency Agreement signature copy - 25.01.05
(a) Voice
-----
A statement of any restrictions as to the dubbing of the
voice of any player.
(b) Supervision
-----------
A statement of the contractual rights granted to any party
to supervise or otherwise participate in the foreign dubbing
and translations of the Film, the video formatting, or other
post- production or editing processes.
9. Certificate of Origin Data Sheet
--------------------------------
The information requested in Appendix "I" attached hereto
for the purpose of obtaining a Certificate of Origin for the
Film.
10. The following documents to be supplied if applicable to the
Film: (i) Tax Notice re: foreign participants
(ii) Export Licence covering all physical materials
pertaining to the Film issued by local authorities.
(iii) Residual information
(iv) IA TSE Pension plan payment percentage proration.
VII. FINAL PRODUCTION COST STATEMENT
-------------------------------
Producer shall deliver to AV Pictures a full and complete
detailed final production cost statement certified by an
independent third party confirming the total aggregate
production costs incurred in connection with the Film.
SECTION 4
---------
MODE OF DELIVERY
----------------
1. All items referred to in Section 2 paragraphs I to 7 above
shall be delivered to a Laboratory designated by AV Pictures.
2. All other Delivery Materials shall be delivered to AV
Pictures, c/o Schedule II Limited, 00 Xxxxxx Xxxx, Xxxxxx XXX
0XX.
DELIVERY SHALL ONLY BE CONSIDERED COMPLETED UPON DELIVERY TO
AND ACCEPTANCE BY AV PICTURES OF ALL THE FOREGOING ITEMS. A
WAIVER REGARDING ANY OF THE FOREGOING ITEMS SHALL ONLY BE
VALID IF IN WRITING AND SIGNED BY AN OFFICE OF AV PICTURES.
ACCEPTANCE BY AV PICTURES OF LESS THAN ALL THE FOREGOING
ITEMS AND/OR RELEASE OF THE FILM PRIOR TO DELIVERY OF ALL THE
FOREGOING ITEMS SHALL NOT BE CONSTRUED AS A WAIVER BY AV
PICTURES LIMITED OF PRODUCER'S OBLIGATION TO DELIVER ANY
SUCH ITEMS.
(sig.)
Aryan Couple The - Sales Agency Agreement signature copy - 25.01.05
APPENDIX 1
----------
DATA SHEET FOR CERTIFICATE OF ORIGIN FOR ["__________"]
-------------------------------------------------------
TITLE:
PRODUCER(S):
PRODUCTION COMPANY:
CAST:
ORIGIN:
(IF CLAIMING A CERTAIN
NATIONALITY FOR THE
PICTURE)
FILMED IN:
(LOCATION OF PRINCIPAL
PHOTOGRAPHY)
YEAR FILMED:
EDITED IN:
(PLACE OF EDITING)
DISTRIBUTION RIGHTS LICENSED TO AV PICTURES:
RUNNING TIME IN MINUTES:
LENGTH OF FILM IN FEET:
(sig.)
Aryan Couple The - Sales Agency Agreement signature copy - 25.01.05
APPENDIX 2
Technical specifications for all recording formats:
---------------------------------------------------
Specifications may change depending on agreed delivery. These
items should be discussed prior to manufacture.
All 35mm magnetic tracks are to be Dolby SR Noise Reduction
encoded and should have head tones (100, 1000, 10000Hz),
phase coherent pink noise and SR noise at the front of each
reel. DA88's of the 2- Track SV A (Print Master) should also
have all these and have Dolby SR N/R and be Matrix encoded.
DA88's of all other delivery sound elements should have the
head tones (100,1000 and 10OOOHz) and coherent pint noise,
but no SR noise as they are not to be N/R encoded. Also, end
synch pips at 3 feet after the end of each reel. All DA88's
to be clearly labeled lKH @-20dB to Dolby reference level.
DA88 TIME CODES
One minute of pre roll silence should be given before the
start of each reel, this should be timecoded. First frame of
action for reel 1 to be at 01 :00:00:00. This corresponds to
a standard Academy 12 foot start mark 00:59:52:00 and synch
pip at 00:59:58:59.
Reel2's first frame should start at 02:00:00:00 etc -thus
identing the reel numbers. There should be one minute of time
coded post roll at the end of each reel.
Each individual reel should have it's own DA88 cassette, as
these are masters.
SAMPLE RATE - 48K
PLAY OFF AT FILM SPEED - 24 FPS with 25FPS time code.
All of the above tones, time code information, sample rate
and film speed and Studio are to be clearly stated on the
cassette label.
Recommended DA88 tape stocks:
SONY DARS - 116 METAL EVAPORATED AMPEX DA8 -METAL PARTICLE
MAXELL HMBQ - METAL PARTICLE
DAT TAPES
To be recorded at 48K
(sig.)
to Short-Form Sales Agency Agreement
Budget: TITLE: "The Aryan Couple:
UD$000's
TERRITORY MINIMUM SETTLING ASKING REMARKS
----------------------------------------------------------------------------
BENELUX 10 15 20
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FRANCE 100 150 200
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GERMANY 75 100 150
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GREECE 10 15 20
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ITALY 75 100 125
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PORTUGAL 10 10 15
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SPAIN 75 100 125
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SCANDINAVIA 50 75 100
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UNITED KINGDOM 150 250 300
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SUB TOTAL 555 815 1055
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CANADA n/r n/r n/r
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UNITED STATES n/r n/r n/r
----------------------------------------------------------------------------
SUB TOTAL 0 0 0
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AUSTRALIA/NEW ZEALAND 50 75 100
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HONG KONG 5 10 10
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INDONESIA 5 10 10
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JAPAN 50 75 100
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KOREA 25 30 40
----------------------------------------------------------------------------
MALAYSIA 10 10 10
----------------------------------------------------------------------------
PHILIPPINES 10 10 10
----------------------------------------------------------------------------
SINGAPORE 10 10 10
----------------------------------------------------------------------------
TAIWAN 10 15 20
----------------------------------------------------------------------------
THAILAND 10 15 20
----------------------------------------------------------------------------
SUB TOTAL 185 260 330
----------------------------------------------------------------------------
AREGENTINA/PARAGUAY/URAGUAY )
----------------------------------------------------------------------------
CHILE )
----------------------------------------------------------------------------
COLOMBIA )
----------------------------------------------------------------------------
MEXICO ) 100 150 175
----------------------------------------------------------------------------
PERU/EQUA/BOLIVIA )
----------------------------------------------------------------------------
VENEZUELA )
----------------------------------------------------------------------------
SUB TOTAL 100 150 175
----------------------------------------------------------------------------
CIS 30 50 75
----------------------------------------------------------------------------
CZECH REPUBLIC/SLOVAKIA 10 15 20
----------------------------------------------------------------------------
Former YUGOSLAVIA 10 15 20
----------------------------------------------------------------------------
HUNGARY 10 15 20
----------------------------------------------------------------------------
POLAND 10 15 20
----------------------------------------------------------------------------
SUB TOTAL 70 110 175
----------------------------------------------------------------------------
AIRLINES 50 75 100 World EXC,
North America
----------------------------------------------------------------------------
AFRICA, South 10 15 20
----------------------------------------------------------------------------
INDIA 5 10 10
----------------------------------------------------------------------------
ISRAEL 20 30 40
----------------------------------------------------------------------------
MIDDLE EAST 10 15 20
----------------------------------------------------------------------------
TURKEY 10 15 20
----------------------------------------------------------------------------
SUB TOTAL 105 160 210
----------------------------------------------------------------------------
GRAND TOTAL US$ 1015 1495 1925
----------------------------------------------------------------------------
These estimates are not a guarantee on behalf of AV Pictures Ltd
but are based upon current market conditions and elements as
currently advised.
125/2005
AV PICTURES LTD Tel: 00000000000 Fax: 00000000000
xxxx@xxxxxxxxxx.xx.xx
---------------------
Date: 30th March 2005
(1) AV PICTURES LIMITED (Acting as Sales Agent for and on behalf
of Celebration International Pictures [BVI] Limited)
and
(2) MULTIPLE RIGHTS FILM DISTRIBUTION AGREEMENT
in respect of the film entitled
"THE ARYAN COUPLE"
for the territory of
INDEX TO AGREEMENT
------------------
1. Definitions
2. Film & Version
3. Licensed Rights & Reserved Rights
4. Licensor's Warranties
5. Distributor's Warranties
6. Delivery 1 Return & Ownership
7. General Exploitation Obligations
8. Theatrical Exploitation Obligations
9. Video Exploitation Obligations
10. Television Exploitation Obligations
11. Gross Receipts
12. Recoupable Distribution Costs
13. Payment Requirements
14. Accounting
15. Credits & Dubbing
16. Censorship
17. Publicity Rights
18. Cue Sheets, Royalties & Licenses
19. Overspill & Parallel Imports
20. Anti-Piracy Provisions
21. Suspension & Withdrawal
22. Default & Termination
23. Indemnities
24. Assignment & Sublicensing
25. Miscellaneous Provisions
26. Governing Law
SCHEDULE
Part I: The Film
Part II: Licensed Rights/Territory /Licence Periods/
Authorised Language/Holdback
Part III: Reserved Rights
Part IV: The Advance/Minimum Guarantee
Part V: Delivery Materials
Part VI: Allocation of Gross Receipts
Part VII: [Other]
APPENDIX - Definitions
Part 1: General
Part 2: Rights
THIS AGREEMENT is made the day of 2005
(1) A V PICTURES LIMITED (acting as sales agent for and on
behalf of Celebration International Pictures [BVI] Limited)
having its principal place of business at Caparo House, 000
Xxxxx Xxxxxx, 0xx Xxxxx, Xxxxxx X 0 X 0XX, Xxxxxx Xxxxxxx
hereinafter called the "Licensor" (which expression shall
include its successors, sublicensees and assigns); and
(2) having its principal place of business at ________________
hereinafter called the "Distributor" (which expression
shall include its successors and assigns).
WHEREBY IT IS AGREED as follows:-
1. Definitions
-----------
For the purposes of this Agreement the capitalised words or
phrases which appear in the text of this Agreement are
defined in the Appendix hereto and shall, except where the
context otherwise requires, have the meanings attributed
therein.
2. Film and Version
----------------
2.1 The Film is the Motion Picture the title of which is
specified in the Deal Terms set out in the Schedule.
Licensor reserves the right to change the title of the Film.
2.2 Licensor reserves all rights in all formats and versions of
the Film other than its original linear form as delivered to
Distributor hereunder and authorised dubbed, subtitled or
edited versions of such original linear form made by
Distributor for exploitation of its Licensed Rights as may
be authorised under this Agreement.
3. Licensed Rights and Reserved Rights
-----------------------------------
3.1 Subject to the terms of this Agreement and in consideration
of the Advance or Minimum Guarantee or other payments
payable to the Licensor specified in the Deal Terms Licensor
exclusively licenses to Distributor the Licensed Rights in
the Film for their respective Licence Periods throughout the
Territory in the Authorised language(s) subject to
applicable Holdbacks as set forth in the Deal Terms.
3.2 Each Licensed Right will only vest in Distributor after: (i)
Distributor accepts Initial Delivery of the Film; and (ii)
if the Deal Terms contain an Advance or Minimum Guarantee,
Distributor pays Licensor when due the amounts specified in
the Deal Terms.
3.3 All rights not expressly licensed to Distributor are
Reserved Rights. Licensor reserves all Reserved Rights
designated in the Deal Terms and all other rights not
expressly licensed to Distributor. Licensor may exploit the
Reserved Rights without restriction except as otherwise
provided in this Agreement.
3.4 Each Licensed Right will immediately revert to Licensor free
of any claim by Distributor or any person deriving any
interest from Distributor on the earlier of the end of the
License Period for such Licensed Right or the expiry of the
Agreement Term.
4. Licensor's Warranties
---------------------
Licensor represents and warrants to Distributor as follows:
4.1 Licensor has full authority from its principal to enter
into this Agreement on behalf of its principal and
Licensor's principal will be bound by this Agreement;
4.2 To the best of the Licensor's knowledge there are no
existing or threatened claims or litigation which would
adversely affect or impair any of the Licensed Rights;
4.3 To the best of the Licensor's knowledge there are no
other agreements licensing, encumbering or assigning
any Licensed Right to any other person in the Territory
during its License Period;
4.4 Licensor will not exploit or authorise exploitation of
any Reserved Right in the Territory before the end of
any applicable Licensor Holdback period;
5. Distributor's Warranties
------------------------
Distributor represents and warrants to Licensor as follows:
5.1 Distributor has full authority and capacity to execute
this Agreement and full legal and financial ability to
perform all of its obligations under this Agreement;
5.2 There are no existing or threatened proceedings, claims
or litigation which would adversely affect or impair
Distributor's ability to perform under this Agreement;
5.3 Distributor will honour all restrictions on the
exercise of the Licensed Rights under this Agreement
and will not exploit any Licensed Right outside the
Territory, before the end of its Holdback or after its
Licence Period.
6. Delivery, Return and Ownership
------------------------------
6.1 Licensor will give Distributor a notice that it is
prepared to deliver the Initial Materials promptly
after the Film is ready for Initial Delivery ("notice
of Initial Delivery"). Within thirty (30) days of
receipt of such notice Distributor will give notice to
Licensor stating the number of pre-print items, prints,
trailers, support items and other Initial Materials
relating to the Film that Distributor reasonably
requires, all of which will be subject to Licensor's
reasonable approval. Licensor will then give
Distributor notice of the cost of the approved Initial
Materials and their shipment to Distributor and payment
requirements. Distributor will immediately pay for such
Initial Materials upon receipt of such notice. Licensor
will then deliver such Initial Materials to
Distributor.
6.2 After delivery of the Initial Materials Distributor
will give Licensor Notice of the
number and type of the Additional Materials it desires, all of
which will be subject to Licensor's reasonable approval, and
Licensor will promptly send Distributor notice of the cost of
duplication and shipping of the approved Additional Materials.
Distributor will immediately pay for such Additional Materials
upon receipt of Licensor's notice. Upon receipt of payment
Licensor will make prompt delivery of the Additional Materials to
Distributor.
6.3 Delivery of the Delivery Materials will be accomplished by
one of the following methods as specified in the Deal Terms
or Licensor's notice of Initial Delivery:
(i) Where Physical Delivery is indicated Licensor will
deliver to the specified delivery location the
specified Delivery Materials suitable for use as or
manufacture of necessary exploitation materials.
(ii) Where Laboratory Access is indicated Licensor will
provide Distributor with access to the specified
Delivery Materials suitable for use as or manufacture
of necessary exploitation materials. Access will be on
the terms of a mutually approved access letter. The
Delivery Materials will always be held in a recognised
laboratory or facility in Licensor's name and subject
to the requirements of the access letter. Distributor
may order prints and other exploitation materials for
the Film to be manufactured from accessible Delivery
Materials at Distributor's sole expense.
(iii) Where Loan of Materials is indicated Licensor will
deliver on loan to the delivery location specified by
Distributor the specified Delivery Materials suitable
for manufacture of necessary pre-print materials. These
Delivery Materials will only be used to make new pre-
print materials at Distributor's sole expense from
which necessary exploitation materials can be made.
These Delivery Materials will always be held in a
laboratory or facility subject to Licensor's reasonable
approval and will be returned to Licensor in the same
condition in which such materials were delivered to the
Distributor within a reasonable time designated by
Licensor. Distributor shall be responsible for all
freight insurance and customs duty incurred in the
despatch of such materials to the Distributor and its
return to the Licensor.
(iv) Where Satellite Delivery is indicated Licensor may
deliver the Delivery Materials to Distributor by
satellite transmission commensurate with available
materials and Distributor's equipment. Distributor will
be responsible for arranging to receive the satellite
reception and for all downlinking reception costs.
Distributor's failure to make suitable downlinking
receiving arrangements, or failure to receive a
transmission of the Film due to technical downlink or
reception failure, will not affect Distributor's
obligations under this Agreement. If Distributor
experiences a technical failure of transmission or
reception, Licensor upon receipt of timely notice will
attempt to assist Distributor to receive the
transmission. Distributor will pay for each missed
satellite feed charge equal to Licensor's actual cost
of transmission.
6.4 Distributor will evaluate all Delivery Materials for
technical acceptance promptly after their receipt. All
Delivery Materials will be considered technically
satisfactory and accepted by Distributor unless within
ten (10} days after receipt Distributor gives Licensor
notice specifying any technical defect. If
Distributor's notice is accurate, then Licensor will,
at its election, either: (i} timely correct the defect
and redeliver the affected Delivery Materials; or (ii}
deliver new replacement Delivery Materials; or (iii}
exercise its rights of suspension or withdrawal
pursuant to Paragraph 21. If Distributor has undertaken
a Theatrical Release or Video Release of the Film or
begun exploiting any Licensed Right, then any alleged
defect will be deemed waived by Distributor.
6.5 Legal ownership of and title to all Delivery Materials
will remain with Licensor subject to Distributor's
right to use such Delivery Materials under this
Agreement. Distributor will exercise due care in safe-
guarding all Delivery Materials and will assume all
risk for their theft or damage and maintain full
insurance cover at its sole cost while they are in
Distributor's possession. Distributor shall not by any
act or omission impair or prejudice the copyright in
the Film nor allow any third party to obtain a lien
over a right to possess any or all of the materials,
pre-prints, prints or other property supplied to
Distributor under this Agreement.
6.6 Distributor will pay for aIl Delivery Materials as
provided herein or otherwise by notice from Licensor.
AIl costs of delivery and return {including shipping
charges, insurance, import fees, duties, brokerage
fees, storage charges and related charges) will be
Distributor's sole responsibility unless otherwise
specified.
6.7 Upon expiry of the Agreement Term Distributor will at
Licensor's election either: (i) return aIl Delivery
Materials to Licensor at Distributor's expense; or (ii)
destroy aIl Delivery Materials and provide Licensor
with a customary certificate of destruction.
7 General Exploitation Obligations
--------------------------------
7.1 In exploiting each Licensed Right Distributor will
abide by the following obligations in addition to any
other exploitation obligations in this Agreement:
(i) Distributor will not exploit or authorise
exploitation of any Licensed Right before the end
of its Holdback;
(ii) Distributor will not discriminate against the
Film or use the Film to secure more advantageous
terms for any other Motion Picture, product or
service; and
(iii) Upon Licensor's request Distributor will
provide Licensor aIl information reasonably
available to Distributor regarding the time and
place of the anticipated and actual first
exploitation of each Licensed Right.
7.2 Licensor will have the following approval rights
regarding the exploitation of each Licensed Right
including
(i) prior absolute right of approval over any sub-
distributors or sub- licensees of the Distributor
prior to their appointment and over the material
terms of each licence agreement, subdistribution
agreement or agency agreement for exploitation of
the Licensed Rights; and
(ii) prior approval on an on-going basis of all
significant aspects of the exploitation throughout
the Territory, including the release campaign,
distribution policy, exhibition contract terms,
minimum and maximum print order, the total amount
and specific terms of the advertising and
publicity budget, the advertising and marketing
campaign, the release dates, the release pattern,
the theatres in key cities, marketing strategy ,
short subject allocations, and any modifications
or amendments thereto.
Distributor will timely submit each item to Licensor
for Licensor's prior approval.
7.3 Throughout the Agreement Term Distributor will use its
most diligent efforts and skill in the distribution and
exploitation of the Licensed Rights to maximise Gross
Receipts and minimise Recoupable Distribution Costs.
7.4 The Film will be advertised, distributed and exploited
consistent with the quality standards of first-class
distributors in the Territory.
7.5 Distributor will maintain the Film in continuous
release throughout the Territory for a period
consistent with its reasonable business judgement.
7.6 The terms of any contract for the exploitation of the
Film (including a contract between Distributor and any
entity associated, owned or controlled directly or
indirectly by Distributor) shall be on customary arm's
length terms with a view to obtaining maximum
commercial advantage.
8. Theatrical Exploitation Obligations
-----------------------------------
8.1 In undertaking the Theatrical release of the Picture:
(i) Distributor will place the Film in general
theatrical release throughout the Territory in no
less than the number of cities and theatres and no
later than the Theatrical Release Date specified
in the Deal Terms or if such is not specified, as
reasonably required by Licensor;
(ii) Distributor will order and pay for no less
than the minimum prints and no more than the
maximum prints specified in the Deal Terms, or, if
such is not specified, the number reasonably
required by Licensor;
(iii) Distributor will comply with the advertising
and marketing campaign pre-approved by Licensor
and in so doing will spend no less and no more
than the advertising budget reasonably approved by
Licensor;
(iv) Distributor will give Licensor reasonable
advance notice of all premieres of the Film in the
Territory;
(v) Distributor will not enter the Film in any
festival, charitable screening or the like without
Licensor's prior approval in its sole discretion.
8.2 In arranging for the exhibition of the Film Distributor
will comply with all the following:
(i) All exhibition agreements for the Film must be
made separate and independent from exhibition
agreements for any other picture, product or
service;
(ii) Distributor will not authorise or allow the Film
during its first run to be exhibited on a flat
licence or 4-wall basis, or as part of a multiple
feature engagement, unless Licensor has given
prior notice of its approval of all relevant terms
of such proposed exhibition, including the
proposed allocation to the Film of box office
receipts, permitted advertising costs, licence
fees and film rentals;
(iii) Distributor will not authorise or allow the
Film during its first theatrical run to be
exhibited with any other feature or short subject,
provided that, if required to do so by Law, then
Distributor will only allocate to such feature or
short subject for that exhibition run not more
than one percent { 1 %) of net box office receipts
per theatre;
(iv) Distributor will not cancel or amend any
exhibition agreement once made without Licensor's
prior written approval, and any settlements
submitted to Licensor for approval must be at
rates no less than those for comparable Motion
Pictures in the Territory;
(v) Distributor will audit all exhibition engagements
for the Film consistent with the practices of
first-class distributors in the Territory and will
promptly supply Licensor with the result of such
audits; and
(vi) Distributor will do all things reasonably
necessary to maximise collections from exhibitors
as quickly as possible.
8.3 Distributor will not licence any Film to a Controlled
Theatre except on terms consistent with arms-length
transactions between such Controlled Theatre and third
party distributors for the exhibition of comparable
Motion Pictures. Distributor will promptly provide
Licensor with copies, certified to be accurate, of all
agreements with Controlled Theatres for exhibition of
any Film.
9. Videogram Exploitation Obligations
----------------------------------
9.1 Distributor will cause the Videogram Release of the
Film throughout the Territory by no later than the
Videogram Release Date specified in the Deal Terms, if
any.
9.2 Distributor will not advertise or authorise
advertising of the availability of Videograms of the
Film to the public until two (2) months before the end
of the applicable Holdback.
9.3 Distributor will use all diligent efforts and skill in
the manufacture, distribution, and exploitation of
Videograms of the Film. The Videograms manufactured by
Distributor will meet quality standards at least
comparable to other Videograms commercially available
through legitimate outlets in the Territory.
9.4 From the end of the applicable Holdback until the
expiry of the Licence Period for the Videogram Licensed
Rights Distributor will make Videograms of the Film
available in the Territory through its catalogue and
will not allow them to leave normal channels of
distribution for a commercially unreasonable period of
time.
9.5 Licensor will have the right of prior approval of the
advertising and marketing campaign for the exploitation
of the Videogram Licensed Rights in the Film.
Distributor will submit all proposed advertising and
artwork to Licensor for approval before it is used.
9.6 Distributor at its cost will provide Licensor for its
reasonable approval one { 1 } prototype copy of each
format of Videogram and its packaging promptly after
their manufacture and before their sale or disposition.
Distributor will provide Licensor with a reasonable
number of {not exceeding ten { 10} } free copies of
each format of Videogram and its packaging.
9.7 Distributor will not authorise or allow any other
Motion Picture, advertising, or other material to be
included on any Videogram of the Film without prior
written notice of Licensor's approval.
9.8 If a Minimum Retail Price is contained in the Deal
Terms, Distributor, if not prohibited by Law, will not
exploit or authorise exploitation of Videograms to the
consumer at a price less than such Minimum Retail
Price. In any case, for purposes of calculating Gross
Receipts and amounts due Licensor, all videograms will
be deemed sold at retail for not less than the Minimum
Retail Price.
9.9 If a Minimum Wholesale Price is contained in the Deal
Terms, Distributor, if not prohibited by Law, will not
exploit or authorise exploitation of Videograms at the
Wholesale Level at a price less than such Minimum
Wholesale Price. In any case, for purposes of
calculating Gross Receipts and all amounts due
Licensor, the wholesale price of all Videograms will be
deemed to be the greater of either their actual
wholesale selling price or the Minimum Wholesale Price.
9.10 Distributor will not dispose of more than the amount
of Videograms set forth in the Deal Terms as
promotional, discount, or free samples without notice
of Licensor's prior written approval. Any sale, rental
or other disposition of Videograms beyond such amount
will be considered as if sold at not less than the
Minimum Wholesale Price for purposes of computing any
amounts due to Licensor.
9.11 During the last six ( 6) months of the Licence Period
for the Videogram Licensed Rights Distributor will not
manufacture Videograms in excess of those reasonably
anticipated to meet normal customer requirements which
shall not in any event be more than the aggregate
number of Videograms sold in the preceding six ( 6 )
months. During the three (3) month period following the
end of the Licence Period for the Videogram Licensed
Rights, and provided this Agreement has not been
terminated under Paragraph 16 or 22, Distributor will
have the non-
exclusive right to sell off its then existing inventory
of Videograms for private home-viewing exploitation
only. At the end of this three (3) month period
Distributor will at Licensor's election sell its
remaining Videograms and their packaging to Licensor at
Distributor's cost or destroy them and provide Licensor
with a customary certificate of destruction.
9.12 Distributor will not import or authorise importation of
Videograms embodying the Film into the Territory other
than the Delivery Materials provided by Licensor. At no
time will Distributor export or authorise exportation
of Videograms embodying the Film from the Territory.
10. Television Exploitation Obligations
-----------------------------------
10.1 In exploiting the Television Licensed Rights in the
Film:
(i) Distributor will notify Licensor in advance of the
time and place of the expected first Pay TV and
Free TV broadcast of the Film in the Territory;
(ii) Distributor will not broadcast or authorise
broadcast of the Film by any form of Pay TV or
Free TV in dubbed or subtitled version except as
authorised;
(iii) Distributor will not broadcast or authorise
broadcast of the Film for more than the number of
Run(s) or Playdate(s) authorised in the Deal
Terms, or, if none are there authorised, for more
than the number of Run(s) or Playdate(s)
reasonably pre-approved by Licensor;
(iv) Distributor will not broadcast or authorise
broadcast of the Film by any form of Pay TV other
than encrypted form, and Distributor will not
sell, rent or export or authorise the sale, rental
or export of decoders for such encryption outside
the Territory;
(v) Distributor will not broadcast or authorise
broadcast of the Film by any means, including
terrestrial, cable or satellite, from within the
Territory where the broadcast is primarily
intended for reception outside the Territory or is
capable of reception by more than an insubstantial
number of home television receivers outside the
Territory.
10.2 Upon Licensor's request Distributor will promptly
provide Licensor with notice of the title of the Film
in each Authorised Language used for each telecast of
the Film. Distributor will also provide the following
information to the extent reasonably available to
Distributor: (i) each person responsible for preparing
a dubbed or subtitled version of the Film; and (ii) the
time and place of each telecast of the Film since the
last notice to Licensor .
10.3 In exploiting any Pay TV or Free TV Licensed Rights
Distributor may insert or authorise insertion of
commercial announcements in the Film but only at those
points designated by Licensor. Distributor will require
each broadcaster to broadcast all credits, trademarks,
logos, copyright notices and other symbols appearing on
the Film as furnished by Licensor .
10.4 The Licence Period for each Pay TV or Free TV Licensed
Right ends on the earlier of the end of the Licence
Period specified in the Deal Terms or the conclusion of
the last authorised Run or Playdate for such Licensed
Right.
11. Gross Receipts
--------------
11.1 Gross Receipts means the sum on a continuous basis of
the following amounts derived with respect to each and
every Licensed Right. All monies or other consideration
of any kind (including all amounts from advances,
guarantees, insurance claims, security deposits,
awards, subsidies, and other allowances) received by,
used by or credited to Distributor or any Distributor
Affiliates or any approved subdistributors or agents
(i) from the licence, sale, lease, rental, lending,
barter, distribution, diffusion, exhibition,
broadcast, performance, exercise or other
exploitation of each Licensed Right in the Film,
all without any deductions; or
(ii) from any authorised dealing in trailers,
posters, copies, stills, excerpts, advertising
accessories or other materials used in connection
with the exploitation of any Licensed Right in the
Film or contained on Videograms embodying the Film.
11.2 All Gross Receipts shall upon receipt by Distributor or
any Distributor Affiliate be and remain the exclusive
property of Licensor which authorises Distributor to
retain from Gross Receipts Distributor's share of Gross
Receipts in accordance with Part VI of the Schedule.
11.3 No Distributor Affiliates or any subdistributors or
agents may deduct any fee from Gross Receipts in
calculating all amounts due to Licensor. For the
purpose of determining Licensor's share of Gross
Receipts, all Gross Receipts must be calculated at
"source". This means that Gross Receipts derived from
the exploitation of any of the following Licensed
Rights must be calculated at the following levels:
(i) for any Theatrical Licensed Right, at the level
at which payments are remitted by theatres;
(ii) for any Non- Theatrical or Airline and
Shipping Licensed Right at the level at which
payments are remitted by the entities that exhibit
or make the Film available directly to their
patrons or customer
(iii) for any Videogram Licensed Right, at
Wholesale Level or Direct Consumer Level as
applicable;
(iv) for any Public Video Licensed Right at the
level at which payments are remitted by local
exhibitors of the Film; and
(v) for any Television Licensed Right, at the level
at which payments are remitted by terrestrial
stations, cable systems, satellite telecasters or
telephone systems that broadcast, cablecast or
transmit the Film.
(vi) for any other Licensed Right at the level at
which payments are remitted to Distributor, its
affiliates, sub-distributors or agents, by other
entities.
11.4 All amounts collected by any collecting society,
authors' rights organisation, performing rights society
or governmental agency that are payable to authors,
producers, performers or other persons and that arise
from royalties, compulsory licenses, cable
retransmission income, music performance royalties, tax
rebates, exhibition surcharges, levies on blank
Videograms or hardware, rental or lending royalties, or
the like, will as between Licensor and Distributor be
the sole property of Licensor and will not be included
in or credited to any Gross Receipts. Licensor has the
sole right to apply for and collect all these amounts.
If any of them are paid to Distributor then Distributor
will immediately remit them to Licensor with an
appropriate statement identifying the payment.
11.5 The following amounts, if received by, used by, or
credited to Distributor, any Distributor Affiliate or
any approved subdistributor or agent, will not be
included in Gross Receipts but will be used to reduce
Recoupable Distribution Costs:
(i) From print, publicity and similar subsidies for
the cost of releasing, advertising or publicising
the Film;
(ii) From income from publicity tie-ins; or
(iii) From freight, print, trailer, advertising
and other cost recoveries, rebates, refunds or
discounts from exhibitors, approved
subdistributors or other persons.
(iv) From awards of damages or recoveries following an
insured loss or action taken against persons
responsible for infringement of or interference
with the Film or any Licensed Rights.
11.6 Licensor specifically reserves all right, title
and interest in and to residuals and other revenues
generated from the Film as a result of the
retransmission of or recording from any television
broadcast of the Film. Any and all monies which may be
payable or paid with respect to exploitation of the
Film by virtue of such cable or over the air-
transmissions of any broadcast of or recording from the
Film within or outside the Territory shall be for the
account of Licensor and Licensor shall have the sole
and exclusive right to apply for and collect such
income derived from the Film from any source including
but not limited to agencies societies or organisations
(such as AGICOA, VGF and similar organisations)
established for the purpose of collecting and
disbursing such income. Distributor shall not claim any
such monies but in the event such monies are paid to
Distributor by the applicable agency, society or
organisation then Distributor shall immediately remit
100% (one hundred percent) of such monies to Licensor
with the appropriate statement setting forth the nature
of such payment and for the avoidance of doubt the same
shall at no time form part of Gross Receipts.
11.7 Gross Receipts and Recoupable Distribution costs may only
be cross-collateralised among the Licensed Rights to the
extent, if any, authorised in the Deal Terms.
11.8 If the Picture is exploited with other Motion Pictures
then Distributor will only allocate receipts and
expenses among the Film and the other Motion Pictures
in the manner approved by Licensor in its sole
discretion in advance.
12. Recoupable Distribution Costs
-----------------------------
12.1 Distributor may recoup against Gross Receipts for
each Licensed Right all direct, auditable, out-of-
pocket, reasonable and necessary costs (exclusive of
salaries, overhead and any fees payable by Distributor
to any Distributor Affiliate, subdistributor or agent,
and less any discounts, credits, tax rebates or similar
allowances) actually paid by Distributor for exploiting
each Licensed Right in arms-length transactions with
third parties, in respect of:
(i) Customs duties, import taxes and permit charges
necessary to secure entry of the Film into the
Territory;
(ii) Registration and similar costs relating to
obtaining or securing copyright registration,
title registration, import clearances, or similar
activities for the importation, exploitation or
protection of the Film in the Territory but only
to the extent reasonably pre-approved by Licensor;
(iii) Taxes and related charges assessable against
Gross Receipts realised from the exploitation of
the Licensed Right but not including income,
corporation or profit taxes imposed on Distributor
or withholding taxes assessable against amounts
payable to Licensor;
(iv) Withholding taxes on amounts payable to Licensor
but only to the extent allowed by Paragraph 13.2;
(v) Shipping and insurance charges for delivery of
the Delivery Materials to Distributor but not
including any amounts for shipping within the
Territory or for returning the materials to
Licensor;
(vi) Costs of allowed advertising, promotion and
publicity in the amount reasonably pre-approved by
Licensor;
(vii) Legal costs and charges paid to obtain
recoveries for infringement by a third party of
the Licensed Right but only to the extent
reasonably pre-approved by Licensor;
(viii) Costs of subtitling or dubbing if authorised
in the Deal Terms but only in the Authorised
language(s);
(ix) Actual and normal expenses incurred in
recovering debts from defaulting licensees;
(x) Costs of packaging for Videograms embodying the
Film but only to the extent reasonably pre-approved
by Licensor;
(xi) Censorship fees and costs of editing to meet
censorship requirements as approved by Licensor.
Each such cost shall be referred to as a "Recoupable Distribution
Cost".
12.2 Any cost that does not qualify as a Recoupable
Distribution Cost will be Distributor's sole
responsibility unless Licensor gives prior notice
approving its recoupment. No cost item qualifying as a
Recoupable Distribution Cost may be deducted more than
once. Recoupable Distribution Costs must be calculated
separately for each Licensed Right. Recoupable
Distribution Costs for one Licensed Right may not be
recouped from Gross Receipts for any other Licensed
Right except if and to the extent authorised in the
Deal Terms.
12.3 If a Distributor Affiliate or approved subdistributor
or agent pays a cost that would be a Recoupable
Distribution Cost if paid by Distributor then such cost
may be recouped as a Recoupable Distribution Cost.
Otherwise no costs of any third party may be recouped
from any monies due to Licensor .
13. Payment Requirements
--------------------
13.1 Distributor shall keep Gross Receipts and monies due
and payable to Licensor or for its account hereunder in
a separate and distinct fund and all Gross Receipts and
monies due and payable to Licensor or for its account
hereunder by Distributor shall be deemed to be the
property of the Licensor and shall be held in trust for
Licensor by Distributor until such amounts are
accounted for to Licensor and correct payments to it
made or as directed hereunder and the ownership of said
trust fund by Licensor shall not be questioned whether
or not the monies are physically segregated.
13.2 Distributor will make payments to Licensor and retain
recoupment from Gross Receipts only in the manner and
sequence specified in this Agreement and in the Deal
Terms. Distributor will, with respect to each and every
media and Licensed Right indicate, when paying Gross
Receipts, the proportions of such amounts derived from
exploitation of each such Media and Licensed Right.
Timely payment is of the essence of this Agreement.
Payment is to be made in accordance with Licensor's
instructions and will only be considered made when
Licensor has immediate and unencumbered use of funds in
the required currency in the full amount due and will
be made by electronic transfer of funds or following
receipt of an accepted banker's draft. Distributor will
use diligent efforts to obtain promptly all permits
necessary to make all payments to Licensor.
13.3 There will be no deductions from any payments due to
Licensor because of any bank charges, conversion costs,
sales use or V A T taxes, quotas or any other taxes or
charges unless separately agreed in writing by
Licensor. If Distributor is required to pay any
remittance or withholding tax on amounts due Licensor,
then Distributor will provide Licensor with all
documentation indicating Distributor's payment of the
required amount on Licensor's behalf.
13.4 If any Law prohibits remittance of any amounts to
Licensor then Distributor will
immediately give Licensor notice of such Law.
Distributor will then deposit such amounts in
Licensor's name for Licensor's unencumbered use in a
suitable depository designated by Licensor without any
deductions for so doing.
13.5 Any payment not made by its due date will, in addition
to any other right or remedy of Licensor, incur a
finance charge at the lesser of three hundred basis
points over the 3-month LIBOR rate on the date payment
was due or the highest applicable legal contract rate.
This finance charge will accrue from the date the
payment was due until it is paid in full.
13.6 All payments will be in United States Dollars or other
freely remittable currency designated by Licensor. All
payments will be computed at the prevailing exchange
rate on the date due at a bank timely designated by
Licensor. In respect of a late payment Licensor will be
entitled to the most favourable exchange rate between
the due date and the payment date.
13.7 The Minimum Guarantee and/or the Advance is the
amount(s) payable to Licensor against Licensor's share
of Gross Receipts as indicated in the Deal Terms. Such
amount(s) is/are non-returnable but recoupable in
conformity with this Agreement and no taxes or charges
of any sort may be deducted. Distributor will pay each
instalment of such sum(s) to Licensor in the time and
manner specified in the Deal Terms. Where any
instalment is payable on events within Licensor's
control, e.g. the start or end of principal
photography, Licensor will give Distributor timely
notice of such event. Where any instalment is payable
on events within Distributor's control, e.g. Theatrical
Release or Video Release, Distributor will give
Licensor timely notice of such event along with all
payments then due to Licensor.
13.8 If the Deal Terms indicate that a payment is to be
secured by a letter of credit, the Distributor will
open such letter of credit at a bank in the Territory
designated by Licensor as a corresponding bank of
Licensor's bank. While open the letter of credit will
remain valid, negotiable, transferable, confirmed and
irrevocable; it will be automatically renewable for any
period specified in the Deal Terms if Licensor has not
fully negotiated the letter of credit by its first
expiry date. All costs for a letter of credit will be
borne solely by Distributor .
14. Accounting
----------
14.1 Distributor will maintain complete and accurate records
in the currency(ies) of the Territory of all financial
transactions regarding the Film in accordance with
generally accepted accounting principles in the
entertainment distribution business on a consistent,
uniform and non-discriminatory basis throughout the
Agreement Term and during any period while a dispute
about payments remains unresolved. The records will
include all Gross Receipts derived, all Recoupable
Distribution Costs paid, all allowed adjustments or
rebates made, and all cash collected or credits
received. If any Videogram Rights are licensed the
records will also include all Videograms manufactured,
sold, rented, leased, returned, erased, recycled or
destroyed. Unless Licensor gives notice approving
otherwise all records will be maintained on a cash
basis, and if Distributor permits any set- off, refund
or rebate of sums due to Distributor such sums will
nonetheless be included in Gross Receipts. Distributor
will also keep complete and accurate copies of every
statement, contract, voucher, receipt, computer record,
audit
report, correspondence and other writing from all
persons pertaining to the Film.
14.2 In addition to any other reporting requirements in this
Agreement, starting after delivery of the Initial
Materials Distributor will furnish Licensor with a
statement in English (and, if requested, supporting
documentation) for the Film that identifies from the
time of the immediately prior statement, if any, all
Gross Receipts derived and from what sources, all
Recoupable Distribution Costs paid identifying to whom,
and all exchange rates used. If any Videogram Rights
are licensed the statements will also include:
(i) all Videograms manufactured, sold, rented,
leased, returned, erased, recycled or
destroyed;
(ii) the wholesale and retail selling prices
of all Videograms; and
(iii) all allowable deductions taken.
14.3 Distributor will render statements to Licensor within
one calendar month of expiry of the immediately
preceding accounting period for the following periods:
(i) each month during the eighteen ( 18} months
after the Theatrical Release, or, if there is
none, the Video Release;
(ii) thereafter, each calendar quarter or
other quarterly periods designated by
Licensor for as long thereafter as Gross
Receipts are derived by Distributor, and
(iii) one (1) month after the first Pay TV
telecast of the Picture in the Territory and
first Free TV telecast of the Picture in the
Territory.
Each statement must be accompanied by payment of all
monies then due to Licensor. If the Territory contains
more than one country, the information will be reported
separately for each country and consolidated for the
entire Territory. The information will be provided in
reasonable detail on a current and cumulative basis. If
required by Licensor each statement shall be certified
by accountants approved by Licensor, at no cost to
Licensor.
14.4 Continuing until three (3) years after the Agreement
Term Licensor on ten ( 10) days' prior notice may
examine and copy, on its own or through its auditors,
Distributor's financial records regarding the Film. The
examination will be at Licensor's expense unless it
uncovers an underpayment of more than five percent (5%)
of the amount shown due to Licensor on the statements
audited, in which case Distributor will pay the costs
of the examination on demand.
14.5 The Licensor shall not be precluded from disputing a
statement for an accounting period in respect of which
an examination or audit had previously been carried out
by the Licensor as aforesaid.
15. Credits and Dubbing
-------------------
15.1 Distributor will comply with all required screen
credits (if not already contained in the Film), paid
advertising, publicity and promotional requirements,
name and likeness restrictions, and Videogram packaging
credit requirements supplied by Licensor at all times
after their receipt. Distributor shall procure that the
credits contained in the main and end titles of the
Film are not shortened or altered in any way and are
shown in full on each exploitation of the Film in the
Territory during the Term. Distributor will promptly
submit to Licensor all advertising and publicity
materials prior to their use by Distributor so that
Licensor can determine whether its requirements are
being met.
15.2 Distributor will comply with all dubbing, subtitling
or editing requirements applicable to the Film or its
trailers supplied by Licensor in creating any dubbed,
subtitled or edited version of the Film or its
trailers. Except as expressly provided in this
Agreement, the Film and its trailers must be exhibited
at all times in their original continuity, without
alteration, interpolation, cut or elimination.
15.4 Licensor will at all times have unrestricted free
access to all alternate language tracks and dubbed
versions, masters, advertising and promotional
materials, artwork and other materials created by
Distributor pursuant to this Agreement. Distributor
will promptly give Licensor notice of each person who
prepares any dubbed or subtitled tracks for the Film
and of each laboratory or facility where the tracks are
located. Licensor will immediately become the owner of
the copyright in all dubbed and subtitled tracks,
subject to a non-exclusive free licence in favour of
Distributor to use such tracks solely for exploitation
of the Licensed Rights and Distributor shall, where
appropriate, register the copyright in all such
materials in the name of Licensor. If such ownership is
not allowed under a Law in the Territory , the
Distributor will grant Licensor a non-exclusive free
licence to use such dubbed or subtitled tracks world-
wide in perpetuity without restriction.
15.4 Distributor shall cause printing or recording masters
of all approved dubbed or sub-titled versions of the
Film to be kept at film and sound laboratories approved
by Licensor who shall have unrestricted access to such
materials. Storage by such laboratories of the Film and
sound track materials shall be at Distributor's sole
cost and expense.
16. Censorship
----------
16.1 Distributor shall within thirty (30) days of delivery
of first prints and/or masters of the Film submit the
same to any appropriate censorship authorities in the
Territory and shall use its best endeavours to have the
same passed by such authorities to permit the exercise
of the Licensed Rights throughout the Territory .
16.2 Subject to Licensor's prior approval, Distributor shall
give effect to any cuts and/or alterations to the Film
required by relevant censorship authorities to permit
exhibition or distribution in the Territory. Such cuts
and/or alterations shall be made at Distributor's
expense and should it so elect to do so may be effected
by the Licensor .
16.3 If the Licensor shall not have approved any major
changes or deletions required
by any censorship or certification authority or if such
authority shall have totally banned the distribution of
the Film in the Territory the Distributor shall take
with the prior approval of Licensor whatever steps are
in the Distributor's power to appeal or apply for
rehearings or pursue other remedies and shall keep the
Licensor at all times advised.
16.4 If notwithstanding all best endeavours relevant
censorship authorities refuse to pass the Film for
exhibition and distribution in the Territory or if the
Licensor does not approve the required cuts and/or
alterations by reason of its belief that the Film's
continuity, story, or market or entertainment value
would be materially affected, then the following shall
apply:
(i) the Licensed Rights (or relevant parts thereof)
shall at the Licensor's option in relation to the
Territory cease and determine and revert to Licensor;
(ii) Distributor shall at its own cost return to
Licensor all relevant Delivery Materials or
otherwise hold or dispose of the same as Licensor
may direct; and
(iii) on receipt by the Licensor of the certificate
from the relevant censorship authorities
evidencing the failure of the film to be cleared
for exhibition or distribution, Licensor shall
refund to Distributor any unrecouped Advance or
Minimum Guarantee (or such portion as is
apportioned to the Licensed Right in respect of
which the termination applies determined by
Licensor acting reasonably) or such part thereof
that has been received by Licensor from
Distributor at the date of termination.
16.5 In the event the approval of censorship authorities is
revoked following earlier approval and exhibition or
distribution of the Film in the Territory, Distributor
shall not be entitled to any refund whatsoever and the
obligations of Distributor as to those parts of this
Agreement which may still be executory shall continue
in full force and effect.
17. Publicity Rights and Materials
------------------------------
17.1 Subject to Licensor's requirements under sub-clauses
15.1 and 15.2 above and the provisions of this
Agreement, Distributor is entitled to exercise the
Publicity Rights at its sole expense.
17.2 In exercising the rights referred to in sub-clause 1
7.1 above, Distributor may not: (i) alter or delete any
credit, logo, copyright notice or trademark notice
appearing on the Film; or (ii) include any
advertisements or other material before, during or
after the Film other than the credit or logo of
Distributor, an approved anti-piracy warning, or
commercials as authorised in this Agreement.
17.3 Distributor may at its own expense produce and display
its own publicity materials relating to the Film
provided its use shall receive Licensor's prior written
approval. All such material shall be cleared by
Distributor for use in all media in the Territory and
during the Agreement Term Licensor shall be entitled to
use such material or authorise its use without charge.
All rights of
copyright and all other rights in and to any
advertising or publicity materials created by the
Distributor shall rest in the Licensor at the end of
the Term when the Distributor shall deliver to Licensor
all original and duplicate copies of such materials in
the possession of the Distributor .
17.4 The Distributor shall not make or authorise to be made
in any advertising or publicity material used in
connection with the Film any statement which might be
understood to be an endorsement of any goods, articles,
services or products nor shall the Distributor enter in
to any arrangement with any sponsor or advertiser in
respect of the Film or permit any sub-licensee to do
so, without the prior written consent of the Licensor .
18. Cue Sheets. Royalties and Licenses
----------------------------------
18.1 To the extent required and available, Licensor will
supply Distributor promptly after Delivery with
available music cue sheets listing the composer,
lyricist and publisher of all music embodied in the
Film. Distributor will as necessary promptly file with
the appropriate governmental agency or music rights
society in the Territory the music cue sheets supplied
by Licensor without charge.
18.2 Licensor represents and a warrants to Distributor that
Licensor controls all rights necessary to synchronise
the music contained in the Film on all copies exploited
by Distributor throughout the Territory for the
Agreement Term.
18.3 Licensor hereby further agrees that Licensor will pay
all licence fees payable in respect of copyright or
other rights including recording and other royalties in
respect of the Film but excluding:
(i) any mechanical, rental, lending or other royalties
or fees payable to the Performing Rights Society
or the Mechanical Copyright Protection Society or
any other recognised collection society or other
similar body operating in the Territory in respect
of the public performance, broadcast and diffusion
or other exploitation authorised herein in the
Territory of the Film and its sound accompaniment;
and
(ii) monies payable in relation to the dubbing and/or
subtitling of the Film and the creation of
original artwork.
(iii) any payment obligations which the Distributor
has assumed in respect of residuals payable to
members of the Screen Actors Guild Director's
Guild of America, or similar Guild or professional
bodies.
all of which shall be for the account of Distributor
and will not be recoverable as a Recoupable
Distribution Cost.
18.4 As between Licensor and Distributor, Licensor will be
solely entitled to collect and retain the publisher's
share of any music royalties arising from Distributor's
exploitation of any Licensed Rights in the Film.
18.5 Where applicable, Distributor shall execute any so-
called Notices of Assignment or Screen Actors' Guild
Assumption or Adherence Agreements or similar Guild
agreements in a form to be provided by Licensor .
19. Overspill and Parallel Imports
------------------------------
Licensor does not warrant that it has granted or can grant
exclusivity protection against reception in the Territory of
a broadcast of the Film originating outside the Territory or
that it has granted or can grant exclusivity protection
against sale or rental in the Territory of Videograms
embodying the Film imported from outside the Territory.
20. Anti-Piracy Provisions
----------------------
20.1 Distributor will include on each copy of the Film
distributed under its authority the copyright notice
and anti-piracy warning supplied by Licensor. A copy of
the Film includes all negatives, pre-print materials,
release prints, masters, tapes, cassettes, discs or
Videograms and their packaging.
20.2 The anti-piracy warning on each copy of the Film must
read substantially as follows:-
"WARNING
THIS MOTION PICTURE IS PROTECTED BY LAW.
Any unauthorised copying, distribution, performance,
renting, lending, exporting, importing, dissemination
or exhibition is prohibited by law. Violators will be
subject to criminal prosecution and civil penalties".
20.3 Videograms and their packaging must contain this
additional warning:
"Licensed only for use in"
(include territory)
20.4 Videograms exploited for private home-viewing and their
packaging must include:
Authorised For Private Home Use Only"
Any unauthorised copying, distribution, performance,
renting, lending, exporting, importing, dissemination
or exhibition is prohibited by law. Violators will be
subject to criminal prosecution and civil penalties".
20.5 Distributor will at its sole expense and in the name of
Licensor take all reasonable steps to protect the
copyright in the Film (including registration where
necessary} and to prevent piracy. Licensor may
participate in any piracy action. Licensor's expenses
will be reimbursed from any recovery in equal
proportion with Distributor's expenses. If Distributor
fails to take anti-piracy action, Licensor may do so in
Licensor's or Distributor's name, with all recoveries
belonging to Licensor .
20.6 If during the Agreement Term new technology in use in
the Territory inhibits the unauthorised duplication of
copies of the Film, interferes with the reception of
broadcast signals without use of an authorised decoding
service, or otherwise provides protection against
unauthorised exploitation of the Film, then Distributor
will use such technology in a reasonable manner in
exploiting the
Film. Distributor may deduct the cost of so doing as a
Recoupable Distribution Cost after first obtaining
notice of Licensor's reasonable approval.
21. Suspension and Withdrawal
-------------------------
21.1 Licensor may suspend Delivery or withdraw the Film at
any time:
(i) if Licensor determines in good faith that its
exploitation might infringe the rights of others
or violate the Law;
(ii) if Licensor determines in good faith that its
Delivery Materials are unsuitable for the
manufacture of first class commercial quality
exploitation materials;
(iii) due to Force Majeure; or
(iv) if Distributor refuses to accept delivery of
the Film for any reason.
21.2 Distributor will not be entitled to claim any damages
or lost profits for any suspension. Instead the
Agreement Term will be extended for the length of each
suspension. If any suspension lasts more than three (3)
consecutive months, then either party may terminate
this Agreement on ten ( 10) days' notice, in which case
the Film will be treated as withdrawn.
21.3 If the Film is withdrawn or treated as withdrawn after
a period of suspension, then Licensor must either
substitute a Motion Picture of like quality mutually
satisfactory to Licensor and Distributor, or must
refund promptly all unrecouped amounts of the Advance
and/or Minimum Guarantee paid to Licensor.
Distributor's sole remedy will be to receive this
substitute or refund. In no case may Distributor
collect any lost profits or consequential damages.
22. Default and Termination
-----------------------
22.1 Upon the occurrence of any of the events set out below,
(subject to clause 22.2) Licensor shall be entitled
forthwith on giving written notice to Distributor to
terminate this Agreement:
(i) Distributor fails to pay any sum due to Licensor
when due;
(ii) Distributor breaches any material term, covenant
or condition of this Agreement;
(iii) a Distributor Affiliate breaches any
material term, covenant or condition of any other
agreement with Licensor;
(iv) Distributor attempts to make any assignment,
transfer, sublicence or appointment of an agent
without first obtaining Licensor's approval;
(v) Failure to render true and accurate statements and
forms as required by Clause 1 4 hereof;
(vi) The transportation outside the Territory of any
print or other
materials relating to the Film or reproduction
without Licensor's consent either by Distributor
or by any person with the knowledge consent or
through the negligence of Distributor. Further
should any print or prints of the Film be found in
any part of the world other than the Territory and
it is proved that such print or prints was or were
part of or made from those manufactured by or for
Distributor then Distributor shall be responsible
for and agrees to pay to and indemnify Licensor
against all loss, damages and expenses caused or
suffered to or by Licensor or any of its
associates, licensors or licensees by reason of
the misuse of such prints;
(vii) If Distributor shall become bankrupt or go
into liquidation whether voluntarily or otherwise
or have an administrator appointed in respect of
all or any part of its assets or undertaking or
commit any act of bankruptcy or make or attempt to
make any arrangements or compromise with creditors
of Distributor or suffer any distress or execution
to be levied upon any of its property or if
Distributor discontinues to carry on business;
(viii) Failure to obtain Licensor's prior approval
on any matter as to which Licensor has a right of
prior approval under this Agreement.
22.2 Licensor will give Distributor Notice of any claimed
default. If the default is capable of cure then
Distributor (or a Distributor Affiliate, where
applicable) will have ten ( 10) days after receipt of
Licensor's Notice to cure a monetary default, and
twenty (20) days after receipt to cure a non-monetary
default.
22.3 Upon termination in accordance with Clause 22 the
Licensed Rights and all other rights granted hereby
shall forthwith cease and determine. The Licensor shall
have the following rights (which it may exercise by
itself and/or by its agents or other representatives) :-
(i) to take possession (wherever the same may be
situated) of all the materials and positive prints
of the Film and all advertising and publicity
material relating thereto and all contracts
(hereinafter called the "existing exhibition
contracts") made by or on behalf of Distributor
for the exhibition or exploitation of the Film
within the Territory and all records, business,
data and other documents relating to the existing
exhibition contracts;
(ii) as agents for Distributor to service and
otherwise fulfil the existing exhibition contracts
or such of them as the Licensor shall think fit;
(iii) to receive and recover from exhibitors all
monies payable or to become payable under the
existing exhibition contracts and to receive and
recover all monies payable or to become payable
under any other contract relating to the
exploitation of the Film and entered into by
Distributor with any sub-distributor or sub-
licensee or other third party;
(iv) to be notified forthwith by Distributor of all and
any contracts entered into by it relating to the
exploitation of the Film with any sub-
distributor, sub-licensee or other third
party; and
(v) to apply all monies received (whether held in
the collection account or other account) in
accordance with sub-Clauses 22.4 and 22.5.
22.4 Out of the first monies so held or so received by
Licensor or its agents or other representatives
("Agents") Licensor shall be entitled to retain
for itself and pay to its Agents such monies as
Licensor shall consider reasonably adequate for
the services rendered by Licensor and/or its
Agents and the disbursements incurred by them
respectively in connection with the servicing of
the existing exhibition contracts and all other
contracts as aforesaid.
22.5 The balance of the monies so held or so received
by Licensor and/ or its Agents shall belong to and
be retained by Licensor for its own use and
benefit (and in accordance with Licensor's
obligations to third parties).
22.6 For the purpose herein before appearing
Distributor hereby irrevocably appoints Licensor
to be the true and lawful attorney of Distributor
in the name of Distributor or otherwise to ask
demand use recover and receive all monies payable
or to become payable under the existing exhibition
contracts and all other contracts as aforesaid and
to do and execute all such deeds, documents and
things as Licensor may require or may deem
necessary or desirable for the purpose of giving
to Licensor the full benefits conferred or
intended to be conferred by the preceding
provisions of this Clause.
23. Indemnities
-----------
23.1 The liability of Licensor to Distributor in
respect of any breach by Licensor of the terms of
this Agreement or of any warranty by Licensor
herein contained or implied shall be limited to
the direct resulting loss of Distributor and shall
not in any event extend to any liability of
Distributor to third parties under or in respect
of any contracts or licences entered into by the
Distributor with such third parties.
23.2 Distributor shall indemnify Licensor and keep
Licensor fully and effectively indemnified from
and against all actions, proceedings, costs,
claims, damages and any other liability however
and whenever incurred or arising or paid by
Licensor or awarded against Licensor in respect of
or arising out of any breach or non-performance by
Distributor of any obligation, warranty,
undertaking or other covenant on its part under
this Agreement and including in respect of any
liability arising out of or in connection with the
dubbing or sub-titling of the Film such indemnity
to include consequential loss and loss of profits.
23.3 In the event of any legal proceedings being
instituted against Distributor on the grounds that
the exhibition of the Film or that the authorised
reproduction of any music and/or dialogue in
connection therewith constitutes an infringement
of any copyright Licensor will indemnify
Distributor against all reasonable and proper
costs and damage suffered by Distributor (
excluding consequential loss and loss of profits)
provided the conduct and management of the defence
of any such proceedings shall accord with any
directions given by Licensor. Such indemnity shall
not apply if Distributor fails to notify Licensor
in writing forthwith upon receiving notice
(whether verbal or written) of such claim nor in
respect of any dubbing and/or subtitling
undertaking by or on behalf of Distributor or
original artwork created by or for Distributor of
its sub-licensees to comply with notified credit
requirements or any other failures of Distributor
or its sublicensees.
24. Assignment and Sublicensing:
---------------------------
24.1 This Agreement is personal to Distributor.
Distributor may not assign, charge or transfer
this Agreement, or sublicence or use an agent to
exploit any Licensed Rights, whether voluntarily
or involuntarily, without Licensor's prior written
approval in Licensor's sole discretion. If
Licensor consents to an assignment, transfer,
sublicence or agent then this Agreement will be
binding on such authorised assignee, transferee,
subdistributor or agent but will not release
Distributor from its obligations under this
Agreement.
24.2 Licensor may freely assign or transfer this
Agreement or any of its rights under this
Agreement, but no such assignment or transfer will
relieve Licensor of its obligations under this
Agreement, unless it is to a company which
acquires all or substantially all of Licensor's
assets.
24.3 If Licensor pledges this Agreement or assigns its
rights to receive any payment to a lender,
completion guarantor or other person as security
for or in connection with any loan or other
obligation, then Distributor will promptly on
request execute a reasonable and customary notice
and acknowledgement of assignment and charge or
similar document required by Licensor to be signed
by Distributor as necessary to establish or
perfect the person's interest or secure its
rights.
25. Miscellaneous Provisions
------------------------
25.1 All Notices must be in writing and sent to a party
at its address specified in this Agreement by fax,
telex, registered post or first class mail. Notice
will be effective when delivered or transmitted.
Either party may change its place for notice by
notice duly given.
25.2 This Agreement contains the entire understanding
of the parties regarding its subject matter. It
supersedes all previous written or oral
negotiations, deal memos, understandings or
representations between the parties regarding its
subject matter, if any. Each party expressly
waives any right to rely on such negotiations,
understandings or representations, if any.
25.3 No modification or amendment of this Agreement
will be effective unless in writing and signed by
both parties.
25.4 No waiver by Licensor of any breach of
covenant or provision of this Agreement on the
part of Distributor shall be deemed a waiver of
any preceding or succeeding breach of such
covenant or provision or of any other obligation
of Distributor contained in this Agreement.
25.5 Nothing in this Agreement shall be deemed to
constitute a partnership between the parties
hereto.
26. Governing Law
-------------
This Agreement and all extensions and/or modifications
thereto shall be construed exclusively in accordance with
English Law and both parties submit to the non-exclusive
jurisdiction of the English courts. The Licensor may at its
option refer any matter in dispute to arbitration in London
at its discretion either in accordance with the then current
AFMA Rules or in accordance with the Arbitration Act 1996,
in which case the Distributor agrees not to commence any
court proceedings in relation to such matter until the
arbitration process has been completed and to be bound by
and act in accordance with the outcome of such arbitration.
IN WITNESS whereof the parties hereto have caused these presents
to be duly executed the day and year first above written.
SIGNED on behalf of THE LICENSOR )
in the presence of: )
Name: __________________________ ____________________________
AV PICTURES LIMITED
Date of Signature: _____________ Acting as Sales Agent for
and on behalf of
Celebration International
Pictures [BVI] Limited
SIGNED on behalf of THE DISTRIBUTOR )
in the presence of: )
Name: __________________________ ____________________________
Date of Signature ______________
SCHEDULE
--------
Deal Terms
----------
Part I: The Film & The Authorised Language
------------------------------------------
The Film: "THE ARYAN COUPLE"
The Language: to include any authorised Language of the Territory
as granted herein in the dubbed or sub-titled versions thereof.
Part II: Territory / Licensed Rights / Licence Period / Holdback
----------------------------------------------------------------
The Territory: ............................
The Rights Granted:
Licenced Holdback
--------------------------------------------------------------------------------------
Theatrical 30 days from first theatrical release in USA
--------------------------------------------------------------------------------------
Non-Theatrical 0 months from first theatrical release in Territory
--------------------------------------------------------------------------------------
Public Video/ 0 months from first theatrical release in Territory
Commercial Video
--------------------------------------------------------------------------------------
Home Video/DVD
--------------------------------------------------------------------------------------
Home Rental 6 months from first theatrical release in Territory
--------------------------------------------------------------------------------------
Home Sell-Through 6 months from first theatrical release in Territory
--------------------------------------------------------------------------------------
Video Publishing Rights 12 months from first video release in Territory
--------------------------------------------------------------------------------------
Pay Per View 12 months from first video release in Territory
--------------------------------------------------------------------------------------
Pay TV Terrestrial 12 " "
--------------------------------------------------------------------------------------
Cable 12 " "
--------------------------------------------------------------------------------------
Satellite 24 " "
--------------------------------------------------------------------------------------
EXCLUDING:
--------------------------------------------------------------------------------------
Video On Demand 12 months from first theatrical release in Territory
--------------------------------------------------------------------------------------
Near Video On Demand 12 months from first theatrical release in Territory
--------------------------------------------------------------------------------------
Airline Rights ? months from first theatrical release in USA
--------------------------------------------------------------------------------------
Ship Rights ? months from first theatrical release in USA
--------------------------------------------------------------------------------------
Hotel Rights 12 months from first theatrical release in Territory
--------------------------------------------------------------------------------------
Internet/Interactive Rights ? months from first theatrical release in Territory
--------------------------------------------------------------------------------------
The Licence Period: ........( ) years from Licensor's written
Notice to Distributor of availability to effect Initial Delivery
on the Film.
In respect of Theatrical Rights:
-------------------------------
Theatrical Release Date shall be not later than 6 (six) months
from Delivery without Licensor's written approval and in the
event of a United States Theatrical release, Distributor agrees
to hold back release until 30 (thirty) days following the first
United States Theatrical exhibition of the Film.
Minimum Print Order shall be } To be agreed at the time of
screening the film and its
Maximum Print Order shall be } subject to Licensor's prior
approval not to be unreasonably
Key Cities to include } withheld.
In respect of Videogram Rights:
Minimum Retail Price shall be } To be agreed at the time
of screening the film and
Minimum Wholesale Price shall be } is subject to Licensor's prior
approval not to be
Video Release Date shall be } to be unreasonably withheld.
Promo/discount/free sample
maximum }
Part III: Reserved
-------------------
* Merchandising Rights
* Commercial Rights
* Radio Rights
* Stage Rights
* Literary Publication Rights
* Soundtrack Rights
* Music Publishing Rights
* Multimedia Rights
* Internet/Interactive Rights
* Optical Rights
* Airline and Shipping Rights
* Military Rights
* Hotel Rights
And all other rights not specifically granted in Part II above
including all rights and methods and exercising Licensed Rights
not invented or contemplated at the date hereof.
Part IV: The Advance/Minimum Guarantee
---------------------------------------
Amounts: US$ ,l000: (Thousand United States Dollars).
Payment Schedule:
a) 20%, namely US$,000: ( Thousand U.S. Dollars) by
wire transfer upon Signature of this Agreement and due
in any event not later than ; and
b) 80% , namely US$,000: ( Thousand U.S. Dollars) by
wire transfer upon Licensor's written Notice to
Distributor of Initial Delivery on the Film but due in
any event not later than 200....
Account Details for payments: [TO BE ADVISED]
Account Name:
Account Number:
Address:
Swift Address:
Part V: Delivery Materials
--------------------------
Such pre-print, publicity, advertising and other materials
suitable for use in the commercial exploitation of the Film, as
are notified by the Licensor in the Notice of Initial Delivery,
to be available for Delivery pursuant to clause 6 of the main
Agreement.
Part VI: Allocation of Gross Receipts
-------------------------------------
1. From the Gross Receipts derived from the exploitation of the
Theatrical Film Rights the Non- Theatrical Film Rights and
the Public Video Rights Distributor shall first be entitled
to the Recoupable Distribution Costs. Without prejudice to
paragraph 4 below the balance of the Gross Receipts
remaining shall be divided as to ...% ( percent) to Licensor
and ...% ( percent) to Distributor; the Distributor shall
not be entitled to charge or deduct an overhead charge in
respect to the Film it being understood and agreed that such
overhead charges are for the account of the Distributor
absolutely.
2. From the Gross Receipts derived from the exploitation of
the Videogram Sell- Through and Videogram Rental Rights
Distributor shall first be entitled to deduct and retain
therefrom Recoupable Distribution Costs and, where
applicable, an amount equal to any shortfall by which
Recoupable Distributor Costs exceed Gross Receipts derived
from the exploitation of Theatrical Rights, Non- Theatrical
Rights and Public Video Rights of the Film. From the
receipts remaining thereafter Distributor shall pay to
Licensor % ( percent) of the wholesale and/or retail revenue
of each and every Videogram sold or rented without deduction
or diminution whatsoever. On the exercise and exploitation
of the Videogram Sell- Through Rights the Distributor shall
pay to the Licensor % ( percent) of the wholesale and/or
retail revenue of each and every Videogram sold without
deduction or diminution whatsoever .
3. From the Gross Receipts derived from the exploitation of
Television Rights and the Demand View Rights Distributor
shall first be entitled to deduct and retain therefrom
Recoupable Distribution Costs and, where applicable, an
amount equal to any shortfall by which Recoupable
Distribution Costs incurred from exploitation of the Film by
exercise of the Theatrical Rights and Non- Theatrical Rights
exceed Gross Receipts derived from the exploitation of the
Film by the exercise of the Theatrical Rights Non-
Theatrical Rights and Videogram Rights to the extent that
they have not already been recovered under the terms of
paragraph 2 above. From the receipts remaining Distributor
shall pay to the Licensor % ( percent) of the Gross
Receipts.
4. Notwithstanding the provisions of paragraphs 1, 2 and
3 above, prior to remitting payments due to Licensor
thereunder, Distributor shall be entitled to recover
from Gross Receipts an amount equal to the Advance
and/or Minimum Guarantee paid to Licensor. Such amount
shall be applied against Gross Receipts due to Licensor
from revenues derived from exploitation of the Licensed
Rights.
APPENDIX
--------
DEFINITIONS
Part 1: General
---------------
"Additional Materials" Means: the materials to be delivered to
Distributor in accordance with Clause V of
the Schedule.
"Advance"-and/or
"Minimum Guarantee" Means: such sums paid or payable to Licensor (or
Licensor's principal) in accordance with
Part IV of the Schedule against those sums
due to Distributor in accordance with Part
VI of the Schedule.
"Affiliate" means: any person including any officer, director,
employee, partner , subsidiary, agent or
shareholder controlled by or associated
with a party to this Agreement.
"AFMA Rules" means the Rules of International Arbitration of
the American Film Marketing Association.
"Agreement Term" means: The Agreement Term starts and ends on
the dates relating to licence periods set
forth in the Deal Terms except in case of
extension per Paragraph 21 or early
termination per Paragraphs 16or22.
"Authorised Languages" Means: the languages specified in Part II of the
Schedule which are authorised for dubbing
or sub-titling purposes in relation to
Distributor's exercise of the Licensed
Rights.
"Controlled Theatre" means: A theatre in which Distributor,
any Distributor Affiliate, or any officer,
director, partner, owner or shareholder
owning more than 10% of any of them, has
any interest, direct or indirect, in its
ownership or operation.
"Deal Terms" means: the provisions set out in the Schedule to
this Agreement.
"Delivery Materials" means: the materials to be delivered to
Distributor in accordance with Clause 6 and
as provided in Part V of the schedule
"Direct Consumer level" means: the level of Videogram distribution at which
Videograms are sold or rented directly to
the paying public. The Direct Consumer
Level includes the sale or rental of
Videograms by means of retail outlets, mail
order, video clubs, and similar methods.
Where
Public Video rights are licensed, the Direct
Consumer Level also includes the authorised
public performance, exhibition, or diffusion
of Videograms in accordance with the such
Licensed Right. Distributor will not be
deemed to be engaged in distribution at the
Direct Consumer Level unless such
distribution is performed by a Distributor
Affiliate, or unless Distributor
participates in the profits from such
distribution, and then only to the extent
of such participation.
"First Negotiation" means: provided that Distributor is then
actively engaged in the distribution business
on a financially secure basis, Licensor will
negotiate with Distributor in good faith for
a period of ten (10) days before entering into
negotiations regarding the matter with any
other person. If no agreement is reached
within this time period, then Licensor will be
free to stop negotiations with Distributor and
then to negotiate and conclude an agreement
regarding the proposed matter with any
other person on any terms.
"Force Majeure" means: Any fire, flood, earthquake, or public
disaster; strike, labour dispute or unrest;
unavailability of any major talent committed
to the Product; unavoidable accident;
breakdown of electrical or sound equipment
failure to perform or delay by any laboratory
or supplier; delay or lack of transportation;
embargo, riot, war, insurrection or civil
unrest; any Act of God including inclement
weather; any act of legally constituted
authority; or any other cause beyond
the reasonable control of Licensor.
"Holdback" means: the period in respect of which the Film shall
not be exhibited or otherwise dealt with by
or on behalf of the Distributor and/or Licensor
in the Licensed Right or Reserved Right prior
to the expiry of the period set out in Part II
and/or III of the Schedule in relation to such
Right or such longer period as may be required
by local legislation.
"Initial Delivery" means: notice of initial delivery to Distributor of
Initial Materials as provided in Clause 6.2.
"Initial Materials" means: those materials to be delivered to Distributor
in accordance with Clause 6.1.
"License Period" means: those periods during which Distributor may
exercise the Licensed Rights (subject to
applicable Holdbacks and expiry of the
Agreement Term) set out in Part II of the
Schedule.
"Licensed Rights" means: those rights in relation to the Film which
Distributor is entitled to exercise in
accordance with this Agreement and specified in
Part II of the Schedule.
"Minimum Retail Price" means: the price, if any, contained in the Deal
Terms below which
Distributor will not exploit or authorise
exploitation of Videograms to the consumer
without notice of Licensor's approval.
"Minimum Wholesale Price"
means: the price, if any, contained in the Deal Terms
below which Distributor will not exploit or
authorise exploitation of Videograms at the
Wholesale Level.
"Motion Picture" means: an audio-visual work consisting of a
series of related images which, when shown in
succession, import an impression of motion,
with accompanying sound.
"Playdate" means: One or more telecast of the Film during a
twenty-four (24) hour period over the non-
overlapping telecast facilities of an
authorised telecaster such that the Film is only
capable of reception on television receivers
within the reception zone of such telecaster
during such period.
"Publicity Rights" means: (i) To advertise, publicise, and
promote the Film;
(ii) To include in all such advertising,
promotion or publicity the name, voice
and likeness of any person rendering
materials on the Film but not as an
endorsement for any product or service
other than the Film;
(iii) To include before the beginning or
after the end of the Film the credit
or logo for Distributor;
(iv) to use and perform any and all music,
lyrics and musical compositions
contained in the Film and/or recorded
in the sound track thereof in
connection with the distribution,
exhibition, advertising, publicising
and exploitation of the Film;
(v) to cause trailers of the Films and
prints thereof to be manufactured,
exhibited and distributed by any means
now known or hereafter invented;
(vi) to print publish and distribute to the
public (but not for sale) synopses or
resumes not exceeding 7,500 words in
length of the story of the Film for
the purpose of promotion and
advertising of the Film;
(vii) to reproduce and display any still
photographs delivered by Licensor
hereunder for the purpose of promotion
and advertising of the Film;
(viii) to use and licence the use of excerpts
from the Film for the purpose of
promotion and advertising of the Film.
"Recoupable Distribution
Cost" means: Those costs defined in clause 12 of this
Agreement
"Run" means: One (1) telecast of the Film during a
twenty-four (24) hour period over the non-
overlapping telecast facilities of an
authorised telecaster such that the Film is
only capable of reception on television
receivers within the reception zone of
such telecaster once during such period. A
simultaneous telecast over several
interconnected local stations (i.e. on a
network)
constitutes one ( 1 ) telecast; a telecast
over non-interconnected local stations whose
signal reception areas do not overlap
constitutes a telecast in each station's
local broadcast area.
"Territory" means: The country(ies) listed in the Deal
Terms as its/their political borders exist on
the date of this Agreement. The Territory
excludes airlines-in-flight and ships-at-sea
located within the Territory. In exploiting
the Licensed Rights the Territory also
excludes the countries' non-contiguous
territories and possessions.
"If during the Agreement Term an area
separates from a country in the Territory
then the Territory will nonetheless include
each separating area which formed one
political entity as of the date of this
Agreement. If during the Term an area is
annexed by a country in the Territory then
Distributor will promptly give Licensor
notice whether Distributor desires to exploit
any Licensed Right in such new area. Licensor
will then accord Distributor a right of First
Negotiation to acquire such Licensed Right in
the area for the remainder of its License
Period subject to rights previously granted
to other persons in such area.
"Theatrical Release" means: the earlier of: (i) the date
on which the Film is first exhibited in
theatres, including mini-theatres and MTV
theatres, within the Territory to the paying
public, including screenings to qualify for
awards presentations by authority of
Distributor; or (ii) the date if specified in
the Deal Terms on which Distributor must
cause the Theatrical Release of the Film in
the Territory; or (iii) six (6) months after
Notice of Initial Delivery .
Video Release" means: the earlier of: (i) the date on
which Videograms embodying the Film are first
sold or rented to the paying public in the
Territory for home video use by authority of
Distributor; (ii) the date if specified in
the Deal Terms on which distributor must
cause the Video Release of the Film in the
Territory; (iii) one ( 1) month after the end
of the earliest Video Holdback; or (iv) if
there is no Theatrical Release of the Film in
the Territory, six (6) months after notice of
Initial Delivery .
"Wholesale level" means: the level of Videogram distribution
from which Videograms are supplied directly
to retailers for ultimate sale or rental to
the paying public. The Wholesale Level may
include intermediate distribution levels
between the manufacturer and the retailer ,
such as rack jobbers and the like, if such
distribution is performed by a Distributor
Affiliate, or if Distributor participates in
the profits from such intermediate
distribution, but then only to the extent of
such participation.
"Videogram" means: a copy of any description whether now
existing or hereafter devised (including
without limitation copies in so-called
"videocassette", "digital versatile disc",
"laserdisc" or video-CD" formats) bearing or
used for reproducing a film including the
sound track thereof intended to be viewed by
means of a playback device connected to or
forming part of a television receiver or
similar device.
"Video Publishing Rights"
means: the packaging of the Videogram
together with a print publication at stand-
alone retail units including, but not limited
to, newspaper stands, kiosks, petrol stations
and vending machines. For the avoidance of
doubt it is understood and agreed that any
sale of the Film only at such stand-alone
retail units shall be deemed part of the
Video Sell-Through Rights and any receipts
deriving therefrom shall be allocated
accordingly.
Part 2: Rights
--------------
"Airline and Shipping Rights"
means: to exhibit and perform the Film in any gauge
or width and by any means in airlines flying
the flag of any country in the Territory ( "
Airline Rights" ) and in ocean-going ships
flying the flag of any country in the
Territory, oil rigs and similar offshore
installations ("Shipping Rights")
"Commercial Rights" means: to arrange for the exploitation,
advertising, promotion or marketing of the
Film in conjunction with the exploitation,
advertising, promotion or marketing of any
other product or service (including for the
avoidance of doubt and without limitation
exploitation of all so-called "sponsorship"
and "tie-in" rights as such terms are
understood in the film industry)
"Demand View Rights" means: (i) to transmit broadcast or disseminate the
Film by any means now known or hereinafter
invented for reception or down-loading on
television receivers or similar devices where
the viewer has selected the Film from a
library or similar wide selection of a
variety of films in such a manner that the
exact viewing schedule and frequency may be
controlled by the viewer (but excluding
exploitation of the Internet Rights) (the
"Video on Demand Rights")
(ii) to transmit broadcast or disseminate the
Film by any means now known or hereafter
invented for reception or downloading on
television receivers or similar devices where
the viewer has selected the Film from a
library or similar wide selection of a
variety of films in such a manner that the
approximate viewing schedule and frequency
may be controlled by the viewer (but
excluding exploitation of the Internet
Rights) (the "Near Video on Demand Rights")
(iii) to transmit broadcast or disseminate
the Film by any means now known or hereafter
invented for reception or downloading on
television receivers or similar devices where an individual
charge is made to the viewer for the right to view the particular
broadcast of the Film at a time designated by the broadcaster for
each viewing {but excluding exploitation of the Internet Rights)
{the "Pay Per View Rights")
"Free Television Rights"
means: (i) to exploit the Film by means of an uplink
broadcast to a satellite and its downlink
broadcast to terrestrial satellite reception
dishes for viewing on television receivers in
private living places located in the immediate
vicinity of their reception dishes without a
charge to the viewer for the privilege of
viewing the Film provided that for this purpose
government satellite dish or television receiver
assessments or taxes {but not charges levied by
an exploiter of Pay Television Rights or Demand
View Rights) will not be deemed to be a charge
to the viewer (but excluding exploitation of
the Internet Rights) (the "Satellite Free
Television")
(ii) to exploit the Film by means of
transmission by coaxial or fibre optic cable or
any other fixed link for reception on
television receivers in private living places
without a charge to the viewer for the
privilege of viewing the Film provided that for
this purpose government television receiver
assessments or taxes (but not charges levied by
an exploiter of Demand View Rights or Pay
Television Rights) will not be deemed a charge
to the viewer (but excluding exploitation of
the Internet Rights) (the "Cable Free
Television Rights")
(iii) to exploit the Film by means of an over
the air broadcast from terrestrial transmitters
for reception on television receivers in
private living places without a charge to the
viewer for the privilege of viewing the Film
provided that for this purpose government
television receiver assessments or taxes (but
not charges levied by an exploiter of the
Demand View Rights or the Pay Television
Rights) will not be deemed a charge to
the viewer (but excluding exploitation of the
Internet Rights) (the "Terrestrial Free
Television Rights")
"Internet Rights" means: to disseminate electronically the Film
or part thereof or any version of the Film
created pursuant to the exercise of the
Multimedia Rights or the Optical Rights, in
combination with associated text, sound, music,
music effects, stills and moving images on any
and/or on-line services and networks
irrespective of the platform or software
whether referred to as "Internet" "Intranet"
Extranet" or otherwise, and whether made
available through any system of collation and
distribution known as a web site or otherwise.
"Licensed Right" means: those rights in relation to the Film
which Distributor is entitled to
exercise in accordance with this Agreement and specified in Part
II of the Schedule.
"Literary Publication Rights"
means: to write or cause to be written, and to
print publish and sell in book or other
printed forms or so-called "talking book"
forms (as such terms are understood in the
film industry) or forms related thereto, the
screenplay of the Film, the underlying
material upon which the Film is based and
adaptations based on the foregoing
"Merchandising Rights" means: (i) to exercise all so-called "merchandising
rights" (as such terms are understood in the
film industry) including, without limitation,
the manufacture and/or sale (or the licensing
thereof) of goods, comic strips and printed
matter of all kinds and articles or services
of any type reproducing, depicting or
decorated with the characters, scenes or
incidents of the Film, or articles appearing
in the Film or logos and designs used in
connection with the advertising or publicity
of the Film and to protect such manufacture
and/or sale by registration in its own name
or otherwise as may be available in the
Territory and includes the right to grant
licences for the manufacture marketing
distribution promotion publication and
performance of any article or other matter
whatsoever based upon or derived from the
original concept and novel ideas for
characters appearing in the Film.
"Military Rights" means: to exhibit and perform the Film in
any gauge or width and by any means in any
military or governmental establishment, base,
organisation, installation or construction
camp flying the flag of any country in the
Territory.
"Multimedia Rights" means: to adapt the Film and/or the sound
track thereof or part thereof into a version
utilising more than one media of expression,
including additional sound, vision, text
computer programs or graphics of any nature,
and to exploit such version by any means now
known or hereafter invented.
"Music Publishing Rights"
means: to publish, print, sell and
exploit the musical compositions embodied in
the sound track of the Film, including but
not limited to the score, whether in the form
or ordinary sheet music edition or part of a
folio or album or in any other printed form
and to authorise other persons to do so.
"Non-Theatrical Rights" means: to exhibit and perform the
Film non-theatrically in any gauge or width
and by any means now known (including
Videograms) or hereafter invented in venues
such as (without limitation) clubs,
educational, religious or charitable
institutions, prisons, hospitals, hotels, and
other establishments not considered as
commercial
cinemas.
"Optical Rights" means: with respect to any
version of the Film created pursuant to the
exercise of the Multimedia Rights, to create
distribute or otherwise exploit all
electronic mechanical or other devices
whether now known or hereafter devised,
and/or all software programs therefor whether
now known or hereafter devised embodying such
version in whole or in part which permit
interactivity between the user and the device
in the viewing or use of such version
including without limitation personal
computer systems, arcade games, holographic
systems, so called "virtual reality" systems,
CD-ROMs, CD-Is and console systems.
"Pay Television Rights" means: (i) to exploit the Film by
means of an uplink broadcast of a coded
signal to a satellite and its downlink
broadcast to terrestrial satellite reception
dishes for viewing on television receivers
located in the immediate vicinity of their
reception dishes where charges are made to
viewers in private living places for use of a
decoding device to view a channel that
broadcasts the Film along with other
programming (but excluding exploitation of
the Internet Rights) (the "Satellite Pay
Television Rights")
(ii) to exploit the Film by means of
transmission of an encoded signal on coaxial
or fibre optic cable or any other fixed link
for reception on television receivers where a
charge is made to viewers in private living
places for use of a decoding device to view a
channel that transmits the Film along with
other programming (but excluding exploitation
of the Internet Rights) (the "Cable Pay
Television Rights")
(iii) to exploit the Film by means of encoded
over the air broadcast from terrestrial
transmitters for reception on television
receivers where a charge is made to viewers
in private living places for use of a
decoding device to view a channel that
broadcasts the Film along with other
programming (but excluding exploitation of
the Internet Rights) (the "Terrestrial Pay
Television Rights")
"Radio Rights" means: to adapt the Film into dramatised form
and to broadcast by radio performances of
such dramatisations of the Film
Reserved Rights" means: the rights in relation to the Film
reserved exclusively for Licensor and
specified in Part III of the Schedule
"Sound track Rights" means: to make and sell sound recordings
on disc, tape or otherwise from the sound
track of the Film whereby the same may be
separately performed and to perform such
sound recordings in public and to broadcast
and transmit by television and radio of all
kinds and by any media now known or hereafter
invented by which such sound recordings may
be disseminated.
"Stage Rights" means: to adapt the Film into a dramatic
work (including musical versions thereof) and
to perform such dramatic works in public.
"Television Rights" means: to exploit the Pay Television
Rights and the Free Television Rights (but
for the avoidance of doubt not exploiting the
Demand View Rights or the Internet Rights)
"Theatrical Rights" means: to exhibit and perform the
Film theatrically, in any gauge or width and
by any means now known or hereafter invented
in such venues as including (without
limitation) commercial cinemas or theatres or
any places licensed for the exhibition of
films to members of the public.
"Videogram Rights" means: to manufacture, distribute and
exploit Videograms of the Film of any kind
now known or hereafter invented (i) for sale
or rental thereof to members of the public
for private home viewing (to be referred to
respectively as "Videogram Sell- Through
Rights" and "Videogram Rental Rights" or (ii)
for exhibition in a theatre or like
establishment which charges an admission to
view the Videogram but which is not licensed
as a traditional motion picture theatre
("Public Video Rights")
