AGREEMENT, as of April 1, 2011, between Xxxx Xxxxxx
Associates, Inc. ("General Manager"), 000 Xxxx 00xx Xxxxxx, Xxxxx
0000, Xxx Xxxx, Xxx Xxxx 00000 and Empire BA LLC ("Producer"),
c/o Marquee Ventures, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000,
with respect to the initial first class production (the "Initial
Production") and all subsequent productions of the musical play
titled "Empire" (the "Play") in North America in accordance with
the terms and conditions hereinafter set forth.
WHEREAS, the Producer possesses all rights to produce the
Play;
WHEREAS, the Producer desires the General Manager to
supervise and manage the proposed Initial Production (with an
anticipated Broadway opening in 2011-2012) and any subsequent
productions of the Play in North America, produced by, produced
in association with or under the auspices of, assigned and/or
licensed by, Producer (collectively the "Productions");
WHEREAS, the General Manager is in the business of managing
theatrical productions and desires to be the General Manager of
the Initial Production and any subsequent Productions in North
America;
NOW, THEREFORE, in consideration of the mutual promises
herein contained and other good and valuable consideration, the
parties hereby agree as follows:
1. ENGAGEMENT. Producer hereby engages General Manager, and
General Manager hereby agrees to provide its services as
General Manager for all Productions of the Play in North
America. General Manager's services hereunder shall
continue so long as a production of the Play is running in
North America and shall be deemed to end four (4) weeks
after the completion of the load-out of the final
Production in North America. General Manager's services
hereunder are nonexclusive and Producer specifically
acknowledges that General Manager may be rendering services
to others during the term of this Agreement.
2. DUTIES. General Manager will perform to the best of
General Manager's abilities and with all due diligence, the
services of a General Manager for a first-class production.
These duties include, but are not limited to preparing
budgets, negotiating for actors, directors, designers,
theatre(s), advising on publicity and advertising layouts,
working in conjunction with attorneys on author's options
and financing documents, and generally being available as a
consultant to the Producer.
3. COMPENSATION. With respect to services rendered, General
Manager shall receive as entire aggregate compensation, the
following:
(a) A fee of Sixty Five Thousand Dollars ($65,000) for the
first-class production to be paid as follows:
* One-Fourth ($16,250) to be paid upon execution of
this Agreement;
* One-Fourth ($16,250) to be paid four (4) weeks prior
to the first rehearsal of the first-class
production;
* One-Fourth ($16,250) to be paid no later than the
first paid public performance out -of-town;
* One-Fourth ($16,250) to be paid no later than the
first paid public performance on Broadway.
(b) In addition to the compensation specified above, the
following fees will also be charged if applicable:
* Two Thousand Dollars ($2,000) for a one-week
reading;
* Three Thousand Five Hundred Dollars ($3,500) for a
two-week reading;
* Two Thousand Five Hundred Dollars ($2,500) weekly
for each week of a workshop production, plus a non-
obligatory additional workshop fee to be discussed
and negotiated in good faith based on the size and
scope of the workshop production;
* Twenty-five Thousand Dollars ($25,000) to supervise
a LORT production should a representative from
General Manager's office be required to be onsite
for rehearsal, load-in and preview weeks, or Ten
Thousand Dollars ($10,000) to supervise a LORT
production should no onsite presence be required.
(c) A weekly general management fee of Four Thousand Seven
Hundred Fifty Dollars ($4,750) commencing four (4) weeks
prior to the first rehearsal of the first-class
production and continuing through four (4) weeks
following the close of the production. Commencing one
(1) year after the official opening of the Play, said
weekly fee shall increase by One Hundred ($100) US
Dollars annually. The weekly fee shall be paid during
any dark time hiatus of eight (8) weeks or less between a
commercial out-of-town production and the first-class
production. If the hiatus exceeds eight (8) weeks, eight
(8) weeks will be paid. Payment for work performed post-
closing and beyond the four (4) week closing period shall
be determined in good faith. Should a financial audit be
required, additional compensation shall be negotiated in
good faith.
(d) Net profit participation in the amount of one percent
(1.0%) of the production's net profits.
All fees and weekly payments set forth above are predicated
upon a Broadway opening in 2011 or 2012, and dates beyond
2012 may require a revision of fees and weekly payments to
be negotiated in good faith.
4. TRAVEL EXPENSES. Any time General Manager's services are
required outside of New York City for the Play, Producer
shall pay for first-class hotel accommodations for either
Xxxx Xxxxxx or Xxx Xxxxxx and/or any other mutually
approved member of General Manager's staff plus One Hundred
Dollars ($100) for each day, plus transportation and
reimbursement for all other reasonable expenses (other than
living expenses) incurred by General Manager on behalf of
the Play. Producer agrees to negotiate in good faith if,
at a future time, such per diem payment proves inadequate.
5. EXPENSES. Prior to the first rehearsal of the Play,
Producer shall reimburse General Manager for any and all
documented expenses incurred by General Manager on behalf
of the Play including, but not limited to local and long
distance phone service, messengers, postage, photocopying
and faxing. General Manager shall submit monthly bills for
such documented expenses.
Commencing with the first rehearsal of the Play, Producer
shall pay General Manager a weekly fee of Five Hundred
Fifty Dollars ($550) to cover all office expenses incurred
by General Manager on behalf of the Play including local
and long distance phone service, messengers, postage,
photocopying, faxing, and paper and office supplies. This
amount shall not include overnight shipping charges or
third party vendor conference call and/or videoconference
charges, which shall be billed separately. Any other
extraordinary expenses incurred by General Manager on
behalf of Producer which would not be considered part of
regular office expenses (including, but not limited to car
services and rentals) shall not be covered by these weekly
payments, and General Manager shall submit monthly bills to
Producer for all such expenses.
6. COMPANY MANAGERS. In addition to the compensation set
forth above, Producer will pay for the services of a
Company Manager and an Assistant Company Manager for each
production, chosen by General Manager, subject to
Producer's approval, which shall not be unreasonably
withheld. Said Company Manager shall continue on payroll
until two (2) weeks following the close of each such
production, and the Assistant shall continue on payroll
until the final performance of each such production. In
the event of a workshop production, a Company Manager (with
no Assistant) will also be hired for the workshop starting
one week prior and continuing until one week after the
workshop.
7. ADDITIONAL PRODUCTIONS. It is specifically understood and
agreed that General Manager shall have the right to be
engaged as General Manager for any and all productions of
the Play produced by, in association with, under the
auspices of, and/or license or assignment by Producer in
North America, including without limitation, Broadway, all
North American touring, non-touring, first-class, and bus-
and-truck productions. If Producer licenses or assigns its
rights to produce any Production to any third party,
Producer shall include, as a condition of any such
transaction, that the Producer's licensee or assignee shall
assume Producer's obligations hereunder to engage General
Manager to furnish services pursuant to the financial and
other terms described herein if General Manager elects to
be so engaged. General Manager shall be paid the weekly
general management fee set forth in paragraph 3(c) herein
and the royalty set forth in paragraph 3(d) herein for each
subsequent production for which general management services
are provided.
8. CREDIT. General Manager shall receive for every production
of the Play of which it is the General Manager the
following credit on the title page of the Playbill, in all
programs and wherever and whenever full billing appears:
GENERAL MANAGEMENT
XXXX XXXXXX ASSOCIATES
In addition, General Manager's biography will appear in the
Playbill, all programs and souvenir books of every
production of the Play of which General Manager renders
services as General Manager, the contents of said biography
to be subject to General Manager's prior approval, not to
be unreasonably withheld.
9. TERMINATION. If Producer fails to substantially perform
its duties hereunder, including but not limited to any
failure to raise or provide necessary funding for the Play,
or is in breach of any material provision of this
Agreement, General Manager may terminate this Agreement
without prejudice to any of its accrued rights under this
Agreement by giving thirty (30) days' written notice to
Producer. Upon such termination, General Manager shall be
entitled to receive earned and unpaid amounts owed pursuant
to this Agreement as of the time of termination, and in any
event General Manager shall receive an amount totaling no
less that the full General Management fee set forth in
paragraph 3(a) herein.
If General Manager fails to substantially perform its
duties hereunder or is in breach of any material provision
of this Agreement, Producer shall give written notice of
any such failure or breach to General Manager, General
Manager shall have ten (10) days to cure any failure or
breach. In the event such failure or breach is not cured
within this time, Producer may terminate General Manager's
services. Such termination shall be deemed a "for cause"
termination. Upon such termination, General Manager shall
be entitled to receive earned and unpaid amounts owed
pursuant to this Agreement as of the time of termination.
Subsequent to the commencement of rehearsals for the first-
class production, Producer may only terminate General
Manager's Agreement "for cause."
Prior to commencement of rehearsals for the first-class
production, if Producer terminates General Manager's
services for any reason other than "for cause" or complete
abandonment of the project, General Manager shall be
entitled to: (1) retain all payments made to General
Manager prior to the termination, (2) receive the unpaid
balance, if any, of the $65,000 general management fee, and
(3) receive a termination fee in the amount of $30,000.
10. LOCATION. It is understood that the General and Company
Managers will work out of the General Manager's office at
the location of General Manager's choice. It is understood
that the books and records related to matters customarily
administered by the General Manager will be maintained at
the office of the General Manager.
11. RELATIONSHIP OF PARTIES. Nothing in this Agreement shall
be deemed to create a partnership, joint venture, or other
similar relationship between General Manager and the
Producer. The Producer hereby acknowledges that in all
dealings with third parties, respecting the production of
the Play, General Manager is acting as the authorized agent
of the Producer. General Manager is not responsible for
any debts, costs, taxes, expenses, obligations, or
liabilities of the Producer and/or any production of the
Play. The Producer holds General Manager and its officers,
directors, shareholders, employees and agents harmless and
indemnifies General Manager and such others against any and
all charges, expenses (including, without limitation,
reasonable counsel fees and disbursements), damages,
liabilities and claims made against General Manager or such
others by reason of the production and presentation of the
Play, or resulting from or based upon any action taken by
General Manager or such others in good faith. General
Manager and Xxxx Xxxxxx shall be named as additional
insureds on each Production's insurance policies.
12. DISPUTE RESOLUTION. Any dispute arising out of, in
connection with or in relation to this Agreement or its
interpretation or any breach thereof shall be determined
and settled by arbitration before a single arbitrator in
New York City, pursuant to the rules then obtaining of the
American Arbitration Association. Any award rendered shall
be final and conclusive upon the parties and a judgment
thereunder may be entered in the highest court of the
forum, state or federal, having jurisdiction.
13. APPLICABLE LAW. This Agreement shall be interpreted under
the laws of the State of New York, applicable to agreements
to be wholly performed in such state.
14. NO WAIVER. No waiver by either party hereto of any failure
by the other party to keep or perform any covenant or
condition of this Agreement shall be deemed a waiver of any
preceding or succeeding breach of the same, nor of any
other covenant or condition of the Agreement.
15. ASSIGNMENT. Neither party may assign this Agreement except
to an entity of which the applicable undersigned is a
Principal and only if provided such entity assumes all of
the obligations required of the assigning party hereunder.
16. COMPLETE AGREEMENT. This Agreement, incorporates the
entire understanding of the parties, and may not be
changed, modified or terminated orally.
IN WITNESS WHEREOF, the parties have executed and delivered
this Agreement as of the date first above written.
AGREED TO AND ACCEPTED BY:
Xxxx Xxxxxx Associates, Inc. Empire BA LLC
_________________________
______________________________
Xxxx Xxxxxx Xxxxx Xxxxxxx
__________________________
_____________________________
Date Date
GENERAL MANAGEMENT AGREEMENT
"EMPIRE"
3
GENERAL MANAGEMENT AGREEMENT
"EMPIRE"
1
