EXHIBIT 10.12
MILCAP MEDIA LIMITED
Nicolaou Pentradromos Centre
Xxxxxx 000, Xxxxx X
X.X. Xxx 000
Xxxxxxxx
XXXXXX
PRODUCTION AGREEMENT
THIS AGREEMENT is made and entered into this 29/th/ day of March, 1999, by and
between:
Of the one party,
MILCAP MEDIA LIMITED, with registered address at Nicolaou Pentradromos Centre,
Xxxxxx 000, Xxxxx X, X.X. Xxx 000, Xxxxxxxx (Cyprus), and correspondence office
at Xxxxxxxxx xx Xxxx, 00, 00000 Xxxx Xxxxx xx Xxxxxx, Xxxxxxxxx, Xxxxx.
Represented by Claes Henrik Xxxxxx Xxxx.
Hereinafter, "MML."
Of the other,
PIERRE XXXXX XXXXXXX, artistically known as Xxxxxx Xxxxxxx, residing at 00 Xxxx
xx Xxxxxxxx, Xxxxx 15 eme, with French passport number 75-15-98-183982.
Hereinafter "the Director."
Correspondence address:
Xxxxxxxxx xx Xxxx, 00-00, 00000 Xxxx Xxxxx de Xxxxxx
Xx. x00.0.00000.00 -- Fax x00.0.000.00.00
Barcelona, SPAIN
WITNESSETH
Whereas, MML issues, produces and distributes all around the world, magazines,
videos and other audio-visual adult products under different Private Group's
labels and brands, and works on the Internet, providing its clients with
material under those labels and brands;
Whereas, the Director is an independent producer, who produces and works in the
production, as Director, of adult films, audio-visuals and additional adult
material, and is interested in working for MML, for its products to be
distributed under the Private Group's labels and brands.
NOW, THEREFORE, in consideration of the mutual covenants and undertakings set
forth herein, both Parties agree as follows:
1. Co-Operation.
------------
Both Parties agree that Xxxxxx Xxxxxxx is going to work for the Private Group,
producing video and photographic productions, to be used under any format for
distribution all around the world through any media, even the Internet, and for
promotional activities, during the period of two years from April the 1/st/,
1999, to April the 1/st/, 2001.
-1-
The productions done by the Director as per this Agreement will be six per year
of each label Private Gold in two versions hard and soft-, and Private Casting
by Xxxxxx Xxxxxxx-, in one version hard-, and will be done and delivered to MML
according to Attachment I and Attachment II "Technical Specification" to this
Agreement.
Although the co-operation hereby agreed would not be exclusive, the Director
will promote only Private production, and his image but not his name, will only
be linked to Private and the production under this label, during the whole
period of this Agreement.
Therefore, the Director hereby warrants that [he] is not bound by any other
contract or otherwise to any other company or studio, during the period above-
mentioned, for promotional and advertising activities of any kind related to the
adult industry, and is free to grant herein to MML, the sole and exclusive right
to use his productions obtained in execution of the contract.
The Director hereby warrants that the productions related to this Agreement will
be in a similar level of quality and contents that the one done previously by
Xxxxxx Xxxxxxx for MML.
MML warrants that his artistic name XXXXXX XXXXXXX will appear on the cover of
the above-mentioned titles.
The Director warrants that [he] shall provide MML with all the Model releases
and additional documentation regarding performers required by MML and commonly
used in its productions. The Director warrants that [he] is not going to work
with actors under the age of 18 years old and the productions will not contain
crud immoral contents (i.e. buggery, glorification of violence, or pornography
with infants or animals).
The Director shall inform MML in writing of any and all the productions done
during the validity period of this contract, different from the ones hereby
agreed. MML shall have first refusal rights regarding any other adult
productions done by Xxxxxx Xxxxxxx during the period mentioned in paragraph 1,
point 1, hereby.
2. Remuneration.
------------
MML shall pay to the Director per each production the price agreed in
Attachments I and II "Technical Specifications" to this Agreement. This payment
shall grant to MML the whole and entire rights over the productions. MML shall
not pay any additional fee, as the delivery of masters and traveling expenses to
MML or related companies offices are included in the agreed fees.
The above mentioned amounts per production will be invoiced to MML and paid to
the Director according to the following schedule:
70% of the total amount at the date of the starting of the shooting, the
additional 30%, once the edited masters and agreed additional material has been
delivered to MML in suitable technical conditions.
The Director shall provide MML with the name and address of its bank and the
number of accounts.
3. Licence of Rights:
-----------------
Xxxxxx Xxxxxxx hereby irrevocably grants and assigns to MML, the sole and
exclusive right, license and privilege to exhibit, distribute, market, transmit,
perform and otherwise deal in and exploit the productions, all around the world.
Therefore, MML shall be the first owner of the entire copyright and all other
rights in and to the productions issued and done as per this Agreement, and
shall have the absolute and exclusive perpetuity right to exhibit, exploit,
duplicate, dub, distribute, market, transmit, perform, reproduce, sub-license
and use anyhow the productions throughout the world by all existing and any as
yet undiscovered methods and formats, and the Director hereby grants MML all
consent necessary to enable MML to exploit the productions and their additional
materials at its convenience.
-2-
As a consequence, the Director shall not be entitled to use the productions or
part of them hereby sold to MML, without MML's prior written consent.
The Director shall, at all times, at its own expense, indemnify, defend and hold
harmless MML and its related companies, employees and sub-licensees, from and
against any reasonable damages, liabilities, losses, costs and expenses
(including reasonable legal fees and costs), directly arising out of any breach
by the Director of any of the warranties, representations, agreements, covenants
or obligations as stated hereby, or concerning the use of the productions and
their contents, even if such an action is brought by a third party.
MML shall be granted the rights over the actors and model performances, and
shall be entitled to use their name and image in relations to the productions
hereby.
4. Promotion.
---------
The Director will be exclusively available for promotional activities organized
by MML and will take part in any and all Private group's promotion activities at
MML's request. The expenses of these promotion activities will be borne by MML.
At MML's request, the Director shall obtain the performers cooperation to
promote the productions or productions in which they have been involved.
MML shall be entitled to promote, design, create and operate a "Private Woodman"
Internet Web Site, to promote exclusively adult products under the Private or
related trademarks, brands, or labels, or other products produced by the
PRIVATE/MILCAP Group, which is its sole owner, even those directed by Xxxxxx
Xxxxxxx. The worldwide web site, whatever its names would be, as well as the
materials published in it, shall be the property of MML, even after the
termination of the Agreement.
Xxxxxx Xxxxxxx shall be entitled to have his own Internet Web Site, but warrants
hereby that [he] will not use or publish in it any of the adult materials
produced by MML, including all the materials (e.g. slides, backstage pictures),
linked to MML productions, even those materials directed by the Director which
are property of MML, as established hereby.
5. Recognisance of Debt.
--------------------
The Director hereby recognises to owe to MML, the amount of US$43,400.00, (forty
three thousand, four hundred dollars). This amount shall be paid to MML monthly,
during the validity period of this Agreement, according to point 1, paragraph 1,
hereby.
The monthly amount of US$1,808.00 (one-thousand, eight hundred and eight
dollars), shall be reduced of the amounts to be paid to the Director as per this
Agreement, starting on April 1, 1999.
6. Termination.
-----------
After this Agreement's termination, the Director will be free to contract and
work with and by any other party, as well as to promote any other company or
promotion.
MML shall keep the sole and exclusive right over the productions as stated in
point 3 above.
Notwithstanding the foregoing, this Agreement may be renewed after termination
provided an agreement of both Parties.
7. Entire Agreement.
----------------
The terms and provisions contained in this contract, together with the
Attachment I "Technical Specifications," and the "Performer Agreements and Model
Releases" and related documents to be signed between the Director and the
performers of each production, constitute the entire Agreement between the
Parties.
-3-
Nothing herein contained, shall be considered or constitute a partnership or
joint venture between the Parties. None of the Parties shall ve considered the
agent of the other.
8. Disputes and Governing Law.
--------------------------
The Courts of the City of Barcelona (country of Spain), shall finally and
exclusively settle any dispute out of or in connection with this Agreement. The
Parties waive to have their disputes settled by their own competent courts, in
case they were different from the ones of Barcelona.
This Agreement shall be construed in accordance with and governed by Spanish
law.
MILCAP MEDIA LIMITED
By:_________________________________________
Name:____________________________________
Title:___________________________________
____________________________________________
PIERRE XXXXX XXXXXXX
a.k.a. Xxxxxx Xxxxxxx
-4-
ATTACHMENT I
TO THE PRODUCTION AGREEMENT DATED 29/TH/ DAY OF MARCH, 1999
TECHNICAL SPECIFICATIONS
PRIVATE GOLD LINE
The Director shall deliver to MML, as per the Production Agreement dated the
4/th/ day of March, 1999;
6 Movies a year -- one every 2/nd/ month, at 110,000, US$ each, starting with
the masters of the first film Private Gold nr.
38 according to the following schedule:
Private Gold 38: first day of shooting - 15/th/ April, 1999
delivery of cover pictures - 15/th/ May, 1999
delivery of masters hard and soft - 15/th/ June, 1999
Private Gold 39: first day of shooting - 15/th/ June, 1999
delivery of cover pictures - 15/th/ July, 1999
delivery of masters hard and soft - 15/th/ August, 1999
Private Gold 40: first day of shooting - 15/th/ August, 1999
delivery of cover pictures - 15/th/ September, 1999
delivery of masters hard and soft - 15/th/ October, 1999
Private Gold 41: first day of shooting - 15/th/ October, 1999
delivery of cover pictures - 15/th/ November, 1999
delivery of masters hard and soft - 15/th/ December, 1999
Private Gold 42: first day of shooting - 15/th/ December, 1999
delivery of cover pictures - 15/th/ January, 2000
delivery of masters hard and soft - 15/th/ February, 2000
Private Gold 43: first day of shooting - 15/th/ February, 2000
delivery of cover pictures - 15/th/ March, 2000
delivery of masters hard and soft - 15/th/ April, 2000
Private Gold 44: first day of shooting - 15/th/ April, 2000
delivery of cover pictures - 15/th/ May, 2000
delivery of masters hard and soft - 15/th/ June, 2000
Private Gold 45: first day of shooting - 15/th/ June, 2000
delivery of cover pictures - 15/th/ July, 2000
delivery of masters hard and soft - 15/th/ August, 2000
Private Gold 46: first day of shooting - 15/th/ August, 2000
delivery of cover pictures - 15/th/ September, 2000
delivery of masters hard and soft - 15/th/ October, 2000
Private Gold 47: first day of shooting - 15/th/ October, 2000
delivery of cover pictures - 15/th/ November, 2000
delivery of masters hard and soft - 15/th/ December, 2000
Attachment I
Page 1
Private Gold 48: first day of shooting - 15/th/ December, 2000
delivery of cover pictures - 15/th/ January, 2001
delivery of masters hard and soft - 15/th/ February, 2001
Private Gold 49: first day of shooting - 15/th/ February, 2001
delivery of cover pictures - 15/th/ March, 2001
delivery of masters hard and soft - 15/th/ April, 2001
Private Gold 50: first day of shooting - 15/th/ April, 2001
delivery of cover pictures - 15/th/ May, 2001
delivery of masters hard and soft - 15/th/ June, 2001
Including editing.
Each film shall be delivered in two versions: hard & Soft.
Each version will be edited on a separate BETACAM DIGITAL TAPE.
Length: No less than 90 minutes per Film.
Format: BETACAM DIGITAL.
Payment: 70% at the starting of the shooting, 30% upon receipt of masters.
The payment includes high quality front cover photographs in different versions,
for MML's different markets.
The payment includes high quality back cover photographs in different versions
for MML's different markets.
Includes also backstage photographs.
includes also backstage video material, and interviews with the actors.
All original tapes from camera must be sent to MML.
This attachment is signed and agreed this 29/th/ day of March, 1999, by and
between:
MILCAP MEDIA LIMITED
By:_________________________________________
Name:____________________________________
Title:___________________________________
____________________________________________
PIERRE XXXXX XXXXXXX
a.k.a. Xxxxxx Xxxxxxx
Attachment I
Page 2
ATTACHMENT II
TO THE PRODUCTION AGREEMENT DATED 29/TH/ MARCH, 1999
TECHNICAL SPECIFICATIONS
PRIVATE CASTING BY XXXXXX XXXXXXX
The Director shall deliver to MML, as per the Production Agreement dated 4/th/
March, 1999:
6 Movies a year -- one every 2/nd/ month, at 27,500, US$ each, starting with the
masters of the first film Private Casting nr.
18 according to the following schedule:
Private Casting 18: first day of shooting - 15/th/ May, 1999
delivery of cover pictures - 15/th/ June, 1999
delivery of masters hard and soft - 15/th/ July, 1999
Private Casting 19: first day of shooting - 15/th/ July, 1999
delivery of cover pictures - 15/th/ August, 1999
delivery of masters hard and soft - 15/th/ September, 1999
Private Casting 20: first day of shooting - 15/th/ September, 1999
delivery of cover pictures - 15/th/ October, 1999
delivery of masters hard and soft - 15/th/ November, 1999
Private Casting 21: first day of shooting - 15/th/ November, 1999
delivery of cover pictures - 15/th/ December, 1999
delivery of masters hard and soft - 15/th/ January, 2000
Private Casting 22: first day of shooting - 15/th/ January, 2000
delivery of cover pictures - 15/th/ February, 2000
delivery of masters hard and soft - 15/th/ March, 2000
Private Casting 23: first day of shooting - 15/th/ March, 2000
delivery of cover pictures - 15/th/ April, 2000
delivery of masters hard and soft - 15/th/ May, 2000
Private Casting 24: first day of shooting - 15/th/ May. 2000
delivery of cover pictures - 15/th/ June, 2000
delivery of masters hard and soft - 15/th/ July, 2000
Private Casting 25: first day of shooting - 15/th/ July, 2000
delivery of cover pictures - 15/th/ August, 2000
delivery of masters hard and soft - 15/th/ September, 2000
Private Casting 26: first day of shooting - 15/th/ September, 2000
delivery of cover pictures - 15/th/ October, 2000
delivery of masters hard and soft - 15/th/ November, 2000
Private Casting 27: first day of shooting - 15/th/ November, 2000
delivery of cover pictures - 15/th/ December, 2000
delivery of masters hard and soft - 15/th/ January 2001
Attachment II
Page 1
Private Casting 28: first day of shooting - 15/th/ January, 2001
delivery of cover pictures - 15/th/ February, 2001
delivery of masters hard and soft - 15/th/ March, 2001
Private Casting 29: first day of shooting - 15/th/ March, 2001
delivery of cover pictures - 15/th/ April, 2001
delivery of masters hard and soft - 15/th/ May, 2001
Private Casting 30: first day of shooting - 15/th/ May, 2001
delivery of cover pictures - 15/th/ June, 2001
delivery of masters hard and soft - 15/th/ July, 2001
Including editing and soundtrack (original sound).
Length: No less than 90 minutes per Film.
Format: BETACAM DIGITAL.
Payment: 70% at the starting of the shooting, 30% upon receipt of masters.
The payment includes high quality front cover photographs in different versions,
for MML's different markets.
The payment includes high quality back cover photographs in different versions
for MML's different markets.
Includes also backstage photographs.
includes also backstage video material, and interviews with the actors.
All original tapes from camera must be sent to MML.
All photographs taken during shooting must be sent to MML.
This attachment is signed and agreed this 29/th/ day of March, 1999, by and
between:
MILCAP MEDIA LIMITED
By:_________________________________________
Name:____________________________________
Title:___________________________________
____________________________________________
PIERRE XXXXX XXXXXXX
a.k.a. Xxxxxx Xxxxxxx
Attachment II
Page 2
