EXHIBIT 10.14
DATED 28-4-03
PARTIES
1. THE SILLY GOOSE COMPANY, LLC of ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇, ▇▇▇ ("SILLY GOOSE")
2. PEAK ENTERTAINMENT LIMITED of ▇▇▇▇▇▇▇ Hall, ▇▇▇▇▇▇▇ Hill,
Bakewell, Derbyshire, England ("PEAK")
INTRODUCTION
This Agreement confirms the basis upon which SILLY GOOSE and PEAK agree to
co-operate in the development and production of a television series
provisionally entitled 'THE WUMBLERS' ("the Programme") based on detailed
descriptions, drawings designs and other literary and artistic works owned and
controlled by SILLY GOOSE as attached hereto as Schedule 1 ("the Original
Work").
OPERATIVE PROVISIONS
1. DEVELOPMENT WORK
1.1 SILLY GOOSE and PEAK shall at their own respective cost and expense
each provide certain services including without limitation those
described below, ("Development Work") so as to create a document to be
used by PEAK in presenting proposals for the Programme to potential
financiers/broadcasters and co-producers of the Programme
o A fully developed and detailed treatment for a series of
television programmes of 26 x 11 mins duration based on the
Original Work ("Series")
o Detailed production budget for the Series
o Storylines and character descriptions for a Series
1.2 During the continuance of the preparation of the Development Work, PEAK
shall liase closely with ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as the SILLY GOOSE
representative.
1.3 PEAK and SILLY GOOSE shall jointly approve all key editorial elements
of the Development Work.
2. OPTION
2.1 For the period of up to a maximum of two years from the date of this
Agreement ("Option Period"), PEAK shall in close consultation with
SILLY GOOSE be solely and exclusively entitled to: (i) seek to raise
finance for the production of the Series (ii) seek further
opportunities to commercially exploit the Original Work,
Programme and Series.
2.2 In the event that within the Option Period PEAK shall secure sufficient
finance for production of a Series, SILLY GOOSE and PEAK shall enter
into an agreement for the production of the Series the terms of which
agreement shall be subject to negotiation in good faith but shall in
any event include the principal terms set out in Schedule 2 attached
hereto.
2.3 For the avoidance of doubt, during the Option Period SILLY GOOSE shall
not enter into an agreement with any person or entity other than PEAK
to record any series of programmes based upon the Development Work or
Original Work.
3. GRANT AND REVERSION OF RIGHTS
3.1 In return for good and valuable consideration the sufficiency of which
is hereby acknowledged, PEAK with full title guarantee HEREBY GRANTS
AND ASSIGNS to SILLY GOOSE by way of assignment of existing and future
copyright the entire copyright and all other rights of a like nature
throughout the universe in the Development Work all other products of
PEAK'S services provided in connection with the same, TO HOLD the same
unto SILLY GOOSE absolutely for the full period during which such
rights subsist including all renewals and extensions thereof whether
the right to such renewals or extensions now exists or is hereafter
created.
3.2 The ownership of all works properties and materials prepared by PEAK
PURSUANT TO THIS agreement shall vest in SILLY GOOSE absolutely
including all works properties or materials written or prepared in
connection with the Programme.
3.3 PEAK hereby expressly and irrevocably waives all so-called 'moral
rights' in and to all products of his Services here under including but
not limited to all or any rights to be identified as author thereof of
the right not to suffer modification thereof either at common law or
pursuant to the Copyright Designs and Patents ▇▇▇ ▇▇▇▇ or pursuant to
any law custom or practice in any jurisdiction for the time being in
force.
4. MISCELLANEOUS
4.1 All communications to be given hereunder shall be in writing and sent
to the address set out at the top of this Agreement or to such other
address as either party shall notify to the other.
4.2 The terms of this Agreement are confidential and, neither party shall
disclose the contents of this Agreement to any third party other than
each parties respective professional advisors or as required by law.
4.3 This sets out the entire agreement between the parties and supersedes
all previous arrangements and agreements.
4.4 This agreement shall not be varied save by an instrument in writing
signed by authorised representatives of the parties.
4.5 This agreement shall be governed by and construed in accordance with
English law and each party shall submit to the exclusive jurisdiction
of the Courts of England and Wales.
5. SCHEDULES
The following Schedules are included and form part of this Agreement
Schedule 1 Original Work
Schedule 2 Principal Terms
Signed by Signed by
/s/ P. Shorrocks /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ 4/24/03
______________________ ________________________
For and on behalf of For and on behalf of
PEAK ENTERTAINMENT LIMITED SILLY GOOSE
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
SCHEDULE 1
ORIGINAL WORK
(see CD rom attached)
SCHEDULE 2
PRINCIPAL TERMS OF SERIES PRODUCTION AGREEMENT
1. All copyright and other rights of whatsoever kind in the
Series and all materials recorded for the Series shall be
owned jointly by SILLY GOOSE and PEAK IN equal share.
2. SILLY GOOSE shall receive 25% share and PEAK shall receive
25% share of Net Profits arising from the exploitation of
the Series, the Original Work and any related ancillary
rights in the Series, Original work and any so called 'spin
offs' or `sequels'. The 50% balance of Net Profits will be
shared pari passu amongst third party funding partners. If
such third party funding parties require a share of Net
Profits that exceeds 50% then both SILLY GOOSE and PEAK will
reduce their shares equally.
3. PEAK will be appointed distribution and licensing agents and
will receive commission at normal industry rates.
4. As used herein the term 'Net Profits' shall be subject to
agreement but shall in any event be subject to the agreement
of third party financiers provided that all costs of
production of the Development Work, and the series shall be
recoupable on a pari passu basis by the respective funding
parties in first position after deduction of reasonable
sales commission and costs.
THE FOREGOING TERMS SHALL BE SUBJECT TO AND DEPENDENT UPON THE REQUIREMENTS OF
ANY THIRD PARTY FINANCIER9SO OF THE SERIES
