Exhibit 10.9
TELEVISION DISTRIBUTION AGREEMENT
This will serve as an agreement between THE TELEVISION SYNDICATION COMPANY,
INC., a Florida, USA corporation with offices at 000 Xxxxx Xxxx Xxxxx, Xxxxx
000, Xxxxxxxx, Xxxxxxx 00000 XXX (hereinafter referred to as TVS) and WGL
ENTERTAINMENT, a Florida company with offices at 0000 Xxxx Xxxxx Xxxx 000, Xxxxx
000, Xxxxxxxx, XX 00000 (hereinafter referred to as WGL).
1. WGL hereby engages TVS as its sole and exclusive agent to the
broadcasters and territories listed in Addendum A, for the purpose of marketing
and distributing a television series titled "WGL MILLION DOLLAR SHOOTOUT" to all
forms of television and video/ DVD.
2. TVS will exert its best efforts to market and distribute said series in
the prescribed territory and to maximize gross receipts therefrom.
3. WGL shall be solely responsible for any and all expenses incurred in the
development and production of the television series. WGL will also be
responsible for providing TVS with DVD screening copies to send to prospective
licensees. WGL will, further, supply TVS with complete scripts for each program
in the series and photos that may be utilized for promoting the series.
It is understood that any and all expenses incurred by TVS for the
distribution and marketing of the series shall be borne by TVS. The only
exception shall be that any media advertising or promotion requested by WGL
shall be the financial responsibility of WGL.
4. For its services, TVS shall receive a commission of 25% (TWENTY FIVE PER
CENT) of gross revenues derived from the licensing of the series in the United
States of America; 35% (THIRTY FIVE PER CENT) of gross revenues derived from the
licensing of the series in Canada; and 50% (FIFTY PER CENT) of gross revenues
derived from the licensing of the series in all other countries of the world.
Gross revenues shall be deemed to include any and all revenues received
from these sources. Absolutely no deductions shall be made from gross revenues
before dividing those revenues between TVS and WGL.
5. TVS will enter into any and all agreements concerning the marketing and
distribution of the series in the name of TVS WGL shall have approval over all
agreements and will not unreasonably withhold approval. WGL will notify TVS in
writing of there approval within 5 business days of receiving a license
proposal. Copies of executed agreements will be provided to WGL TVS will pay WGL
its share of all revenues derived from the licensing or other exploitation of
said series within 14 days after said revenues are received by TVS.
6. WGL represents and warrants that it is free to enter into and perform
its obligations under this agreement. WGL also represents and warrants that it
has all rights, titles and interests in, and to, the television series that it
has engaged TVS to market and distribute.
WGL further represents and warrants that it will clear all music within the
series for presentation on all forms of television, home video and
non-theatrical outlets and products in all countries of the world and will be
solely responsible for any fees due for the use of said music.
7. The term of this agreement shall be from the date of signing for a
period of one year and from year to year thereafter for so long as the series
continues to generate revenues, except that either party may terminate the
agreement at the end of any contract period by giving the other party written
notice of its intention to terminate no less than 90 days prior to the end of
any contract period. It is understood by both parties that any and all licenses
and other agreements in place at the termination of this agreement shall remain
in effect and TVS shall continue to receive commissions for so long as revenues
are generated via licenses and other agreements negotiated by TVS. It is also
understood that either party may terminate the agreement in the event that the
other party is in material breach of this agreement; has been notified of that
breach in writing; and has failed to correct said breach within 30 days. It is
further understood by both parties that this agreement shall be terminated in
the event that either party shall be involved in any form of voluntary or
involuntary bankruptcy.
8. This agreement shall not be assigned by either party without the
expressed written consent of the other party.
9. This agreement shall not be construed as a partnership or joint venture
between the parties and neither party shall be responsible for any obligations,
commitments or promises made by the other party.
10. Each party shall hold the other party harmless from any and all
actions, causes of action, claims, judgments and/or liens alleged to have
occurred as a result of that party's or that party's employees', contractors',
subcontractors' or agents' activities in conjunction with the creation,
production, marketing, distribution and presentation of this television series.
11. Any controversy or claim arising out of, or relating to, this
agreement, or the breach thereof, shall be settled by arbitration administered
by The American Arbitration Association under its Commercial Arbitration Rules
and the decision of the arbitrators shall be final and binding upon all parties.
The parties acknowledge acceptance of all terms and conditions in this
agreement by their signatures below:
ACCEPTED & AGREED TO: ACCEPTED & AGREED TO:
/s/ Xxxxxx X. Xxx /s/ Xxxxxxx X. Xxxxxxx
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For THE TELEVISION SYNDICATION For WGL ENTERTAINMENT
COMPANY, INC. By XXXXXXX X. XXXXXXX
By XXXXXX X. XXX Its CEO/EXECUTIVE PRODUCER
Its PRESIDENT
5-31-06 5-25-06
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Date Date
ADDENDUM A
TO THE AGREEMENT BETWEEN
THE TELEVISION SYNDICATION COMPANY, INC.
AND
WGL ENTERTAINMENT
It is agreed by both parties that, in addition to the marketing and
distribution of the television series, TVS will handle the following ancillary
rights:
1. For the licensing of the series to airlines, or companies providing
programming to airlines, for inflight entertainment systems worldwide, TVS
shall deduct a 35% (THIRTY FIVE PER CENT) commission on gross revenues
earned;
2. And for the placement of the series on an internet web site or web
sites, TVS shall deduct a commission equal to 35% (THIRTY FIVE PER CENT) of
all revenues earned;
The following is a list of those broadcasters and/or territories that TVS
will have the exclusive rights to pursue:
1. United States of America, specifically Spike TV, The Men's Channel,
Discovery Networks, HD Net, Voom,
2. Canada
3. United Kingdom
4. South Africa
5. All of Asia including Australia and Japan
6. Middle East
