EXHIBIT 10.21
DATE ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇ FILMS LTD (1)
PEAK ENTERTAINMENT LTD (2)
___________________________________________
AGREEMENT FOR THE PROVISION
OF CO PRODUCTION SERVICES
RE: "THE WUMBLERS"
___________________________________________
THIS AGREEMENT is made the day of
BETWEEN
(1) COSGROVE HALL FILMS LIMITED of ▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇-▇▇▇-▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ("CHF") which expression shall include its
successors in title and assigns) and
(2) PEAK ENTERTAINMENT LIMITED of ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ ("PEAK") (a company incorporated under the laws of
the United Kingdom) of
WHEREAS
(A) PEAK wishes CHF to co-produce an animated television programme for
children provisionally entitled "The Wumblers" and comprising 52
episodes each having an episodic commercial slot length of 11 minutes
inclusive of titles and credits, 9 minutes and 45 seconds of animation
excluding titles and credits as set out in EXHIBIT A "Production
Services"
(B) CHF wishes to carry out such co-production work in accordance with the
requirements of this Agreement.
NOW IT IS HEREBY AGREED as follows:-
1. DEFINITIONS
In this Agreement, the following words and phrases should have the
following meanings:
"the Cashflow" the cashflow of the Budget (as defined below) set out
in Exhibit B;
"CHF Representative" ▇▇▇ Marriott
"the PEAK Materials" the material to be delivered by PEAK to CHF identified
in paragraph 2 of Exhibit A;
"the Delivery Materials" the delivery materials which CHF shall deliver to PEAK
set out in paragraph 4 of Exhibit A;
"PEAK's Representative" ▇▇▇▇ ▇▇▇▇▇ or their designee;
"the Production Schedule" the schedule for the provision of the Production
Services (as defined below) set out in Exhibit B;
"the Production Services" the production services to be provided by CHF as set
out in Exhibit A;
"the Specifications" the specifications set out in paragraph 1 of Exhibit A;
2. PRODUCTION SERVICES
2.1 CHF shall provide and supply to PEAK all the Production
Services to enable the Programmes (as defined in Exhibit A) to
be produced in accordance with this Agreement and the
Specifications. All dates and time periods for the provision
of the Production Services shall be in accordance with the
Production Schedule.
2.2 PEAK undertakes to supply to CHF the PEAK Materials to enable
CHF to undertake the Production Services. CHF shall be
entitled to give comments to PEAK in respect of the PEAK
Materials and PEAK agrees to give consideration to such
comments in good faith.
2.3 If PEAK requires CHF to supply services or facilities in
addition to or different from those mentioned in the
Production Services or require an alteration or extension to
the Production Schedule or alterations to previously approved
items ("Additional Production Services") it is agreed that CHF
will notify PEAK that such services constitute Additional
Production Services and CHF shall submit to PEAK's within 5
working days (in writing) a quotation of the cost at which CHF
will be able to supply the Additional Production Services,
which will be supported by any documentation explaining the
quotation and the costs. Provided PEAK shall have given its
prior written consent to CHF carrying out the Additional
Production Services such consent to be given within 10 working
days, CHF will do so in accordance with the quotation and as
required by PEAK. If no such consent is provided by PEAK
within 10 working days then it is deemed that consent is
provided.
2.4 It is understood that the cost of any such Additional
Production Services (strictly as agreed in advance in writing
by PEAK in accordance with clause 2.3 above) will be an
additional cost ("Additional Cost(s)") over and above the CHF
Budget. The Additional Cost(s) will be invoiced by CHF and
paid by PEAK at such intervals as PEAK and CHF shall have
agreed at the time of the request for the Additional
Production Services.
2.5 CHF shall not change any element of the Production Services or
Specifications without the prior written consent of PEAK.
3. APPROVALS AND DELIVERY
3.1 CHF shall submit the materials specified in paragraph 5 of
Exhibit A to PEAK for approval in accordance with the
timetable specified therein.
3.2 CHF undertakes to carry out any reasonable and minor
modifications requested by PEAK which are not Additional
Production Services. Such minor modifications shall be
undertaken by CHF within the reasonable period of time
specified by PEAK and the appropriate material shall be
resubmitted to PEAK for approval.
3.3 All such minor modifications carried out by CHF during the
approval process shall be at CHF's cost, unless CHF advises
PEAK in accordance with 2.3 above that such modifications
constitute Additional Production Services, in which case the
cost of such modifications shall be deemed to be Additional
Costs as set out in clauses 2.3 and 2.4 above.
3.4 All transportation and delivery expenses incurred in the
approval process shall be borne by the sender.
3.5 In the event that PEAK does not approve the relevant material
after the first re-submission by CHF, PEAK shall be entitled
to carry out any such modifications at its expense.
3.6 Delivery of the Programmes to PEAK shall be made by delivery
to ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇
or such other address as PEAK shall notify CHF of in writing
of the Delivery Materials (which shall have been produced in
accordance with the terms of this Agreement) to PEAK on or
before the Delivery Dates set out in the Production Schedule
(time being of the essence).
3.7 PEAK shall give notice in writing to CHF within seven (7) days
of the delivery of the last item(s) forming the Delivery
Materials confirming either that PEAK have accepted the
Delivery Materials ("Acceptance") or that the Delivery
Materials or any part thereof are defective together with
details of such defects, and confirmation as to whether PEAK
requires replacement thereof ("Rejection"). Any such
replacement which is required to conform to the terms of this
Agreement shall be carried out by CHF at CHF's expense
expeditiously and to such timetable as PEAK shall reasonably
require. If no written notice of Acceptance or Rejection is
received by CHF within such 7 (seven) days CHF shall be
entitled to deem Acceptance of the Delivery Materials.
3.8 Any acceptance by PEAK of late or incomplete delivery shall
not constitute a waiver of any of PEAK's rights in respect of
such late or incomplete delivery.
3.9 In the event of the Producer and/or Director (as defined and
identified in Exhibit A) being unable to participate in every
episode forming part of the Programmes CHF shall procure
suitable replacement(s) which shall be confirmed by mutual
good faith agreement of both CHF and PEAK.
4. PAYMENT OF CHF BUDGET
4.1 Subject to Clauses 14, 15 and 17 hereunder and subject to CHF
complying with its obligations under this Agreement, PEAK
shall advance to CHF sums contributing towards the CHF Budget
in accordance with the Cashflow and upon receipt of
appropriate invoices.
4.2 For the avoidance of doubt, the amounts to be paid to CHF
under this Agreement as outlined in Exhibit B shall be in full
and final settlement of all work to be undertaken and supplied
under this Agreement (other than as provided for in respect of
Additional Production Services as defined hereunder) and such
sums shall include amounts in respect of overheads and
services to be supplied hereunder.
4.3 If Additional Production Services are requested and provided
in accordance with Clause 2.3 PEAK shall pay CHF the
Additional Costs in the instalments agreed at the time of the
request for the Additional Production Services.
4.4 All payments referred to in this Agreement are exclusive of
VAT or any other applicable sales tax which shall be payable
to CHF by PEAK in accordance with CHF's valid VAT invoices.
5. COPYRIGHT AND OTHER RIGHTS AND GRANT OF RIGHTS
5.1 CHF with full title guarantee hereby irrevocably and
unconditionally assigns and transfers to PEAK the entire
copyright and all other rights title and interest of
whatsoever nature (whether or not now in existence) in and to
the Programmes (by way of present assignment of present and
future copyright) and all rights and benefits in and to the
results products and proceeds of all of the Production
Services provided or intended to be provided by CHF hereunder
and all other rights, benefits and consents arising in
connection with the Programmes throughout the world and in all
media (whether or not now in existence) and in all languages
to hold the same unto PEAK absolutely for the full period of
copyright throughout the world (and all renewals, reversions
and extensions thereof) and thereafter in perpetuity. The
foregoing grant shall include but not be limited to all
rental, lending and cable retransmission rights.
5.2 CHF hereby irrevocably and unconditionally undertakes to PEAK
to do all such further acts and execute all such further
documents as may from time to time be required to vest in PEAK
all such rights as may be necessary to exploit, advertise and
promote the Programmes in all media throughout the world, and
in the event CHF is unable or unwilling to do so within a
reasonable time then CHF hereby irrevocably appoints PEAK the
right to do so as agent or attorney on its behalf.
5.3 CHF hereby waives the benefit of any provision of law known as
"droit moral" or "moral rights" or any similar laws in any
legal jurisdiction throughout the world (whether or not now
existing).
6. INSURANCE
6.1 CHF shall obtain from a reputable insurance company adequate
production insurances as requested by PEAK prior to production
and subject to premiums detailed in the Budget such policies
("Policies") shall be approved by PEAK which wherever possible
shall be without unusual deductions or exclusions.
6.2 CHF shall not do or neglect to do any thing or act which shall
negate any policy of insurance obtained by CHF or PEAK. CHF
shall likewise take no steps to prevent or delay any insurance
claim under any such insurance policy and shall provide any
reasonable assistance or support requested by PEAK in respect
thereof.
6.3 PEAK shall be an additional insured party as a named
beneficiary on CHF's Policies.
7. EDITORIAL CONTROL
7.1 PEAK's Representative shall at reasonable times and upon prior
written notice of not less than 3 working days have reasonable
access to CHF's premises or any premises or location(s) under
its control and PEAK shall further be entitled to view,
inspect and remove at PEAK's expense any and all materials and
physical items generated by CHF hereunder in respect all
rushes and cut sequences of the Programmes and including any
paperwork sound-recording or soundtrack, and to be present at
all production meetings of CHF of which CHF shall give timely
notice to PEAK in advance of any such meetings, provided that
PEAK shall not in so doing any of the foregoing disrupt or
delay any of the Production Services or Production Schedule.
7.2 PEAK shall have the full and final say editorial control in
respect of in all creative decisions throughout the production
of the Programmes, in all decisions concerning the overall
financial management of the production of the Programmes and
full editorial control of the final cut of all versions of the
Programmes PROVIDED THAT CHF shall be consulted in good faith
in all such respects and that PEAK shall give good faith
consideration to CHF's views.
8. CREDITS AND PUBLICITY
8.1 PEAK shall decide and have the right to approve all credits to
be incorporated in the Programmes. PEAK shall where
appropriate provide CHF as soon as practicable after
commencement of production with a list of all proposed credits
for inclusion in the Programmes.
8.2 PEAK will accord an on-screen credit to CHF as co-producer of
the Programmes, the position and size of such credit to be as
is customary for UK television producers and in the form set
out in paragraph 1.8 of the Specifications, and PEAK shall use
best endeavours and where reasonable to do so in addition
provide credit to CHF in any paid advertising, promotion and
publicity; and on any packaging related to the sale of DVDs
and video cassettes incorporating the Programme. If PEAK has
notified such credit obligations to any other person to whom
it has granted any rights to exploit the Programmes PEAK shall
not be liable for the failure of such person to honour such
obligations provided that PEAK shall use all reasonable
endeavours to remedy any breach of the CHF credit provision on
a prospective basis.
8.3 Any breach of clause 8.2 by PEAK shall entitle CHF solely to
the recovery of damages and the rights granted by CHF to PEAK
shall not be capable of termination or revocation by reason of
such breach.
8.4 Except as referred to in 8.5, CHF shall not without the prior
written approval of PEAK disclose any details or information
(other than to its professional advisers) or issue or
authorise the issue of any advertisement or publicity
regarding the Programmes or this Agreement or the business of
PEAK or the Broadcaster.
8.5 CHF shall be entitled to use the name of PEAK and the
Programme, and brief excerpts of the Programme and materials
relating thereto in any advertising publicity and promotional
material relating to CHF its parent and subsidiary companies
subject to prior written approval of PEAK where any such use
by CHF shall be prior to the first transmission of the
Programme in the United Kingdom.
9. REPRESENTATIVES
PEAK's Representative may give any approvals or consents required to be
given by PEAK under this Agreement or otherwise requested by CHF, and
PEAK shall be entitled to rely upon the CHF Representative as having
the right to take decisions on behalf of CHF, all such approvals to be
given in a timely manner in accordance with and so as not to disrupt or
delay the Production Schedule.
10. WARRANTIES
CHF warrants and undertakes as follows:
10.1 CHF is a company duly and properly organised and existing
according to the laws of England and it has the power and the
authority to enter into this Agreement and perform its
obligations under it;
10.2 except to the extent that any rights are already owned by PEAK
or become vested in PEAK pursuant to the operation of this
Agreement, CHF (and no other person or entity) shall become
the first owner throughout the world in all languages of the
entire copyright and underlying rights (if any) and the
beneficiary of all consents, waivers or contractual
entitlements in connection with the Programmes (including
without limitation the Production Services) for the purposes
of assigning them to PEAK;
10.3 in respect of any work carried out for the Programmes, and
subject to the rights of the Performing Rights Society (or its
affiliated organisations based outside of the United Kingdom)
in any musical works used in the Programmes CHF shall
irrevocably secure and pay for all rights and consents of
owners of material featured in the Programmes and other
persons supplying rights, services and facilities in respect
of the Programmes to allow PEAK the unrestricted and unlimited
exploitation of the Programme(s) throughout the world in all
formats and all media (now known or hereafter devised) and
will provide documentation or other evidence in support, if
requested;
10.4 CHF has not and it will not assign, license, mortgage, charge
or otherwise deal with or encumber any rights whatsoever in
the Programmes or any materials or physical items relating to
the Programmes;
10.5 all rights acquired and the benefit of all contracts
(including production personnel contracts artist and crew )
are or shall be capable of assignment to PEAK without
restriction;
10.6 all production and personnel contracts and other important
agreements relating to the Programmes shall be in writing;
10.7 there are no claims or proceedings pending or threatened which
might affect CHF's ability to perform its obligations under
this Agreement or which otherwise might adversely affect the
production, delivery or exploitation of the Programmes;
10.8 CHF shall promptly advise PEAK of the occurrence of any event
or the existence of any condition which will adversely affect
the financial condition of CHF and/or its ability to fulfil
its obligations under this Agreement;
10.9 the Production Services in Exhibit is achievable;
10.10 the Programmes will be produced to a standard of first class
technical quality.
Peak warrants and undertakes as follows:
10.11 the format and concept of the Wumblers is original to and
totally owned by Silly Goose Inc who, in an agreement dated 16
December 2003 (annexed to this Agreement at Exhibit C), have
granted the exploitation rights to PEAK;
10.12 the format and concept of the Wumblers does not infringe any
rights, trade marks or so called intellectual property rights
of any third party; and
10.13 Peak has the authority to contract CHF to undertake the
Production Services.
11. INDEMNITY
11.1 CHF will indemnify PEAK against all loss (direct or indirect),
actions, claims, costs, proceedings or damages directly
arising from any breach or non-performance by it of any
agreement, undertaking or warranty given by it in this
Agreement and against all costs and expenses incurred and
payments made on legal advice in settling any action, claim or
proceedings arising from such breach or non-performance of any
of the provisions of this Agreement, PROVIDED THAT CHF shall
be consulted in good faith with regard to any such claims
and/or proposed settlements and PEAK shall give good faith
consideration to CHF's views.
11.2 PEAK will indemnify CHF against all loss (direct or indirect),
actions, claims, costs, proceedings or damages directly
arising from any breach or non-performance by it of any
agreement, undertaking or warranty given by it in this
Agreement and against all costs and expenses incurred and
payments made on legal advice in settling any action, claim or
proceedings arising from such breach or non-performance of any
of the provisions of this Agreement, PROVIDED THAT PEAK shall
be consulted in good faith with regard to any such claims
and/or proposed settlements and CHF shall give good faith
consideration to PEAK's views
12. PRODUCTION CONTRACTS AND CLEARANCES
12.1 If requested, CHF shall, as soon as reasonably practicable,
provide to PEAK drafts of all agreements for the provision or
purchase of services or goods for approval including all
agreements with freelance personnel.
12.2 CHF shall ensure that all production contracts or engagements
entered into by CHF in connection with the Programmes shall:-
12.2.1 be in writing and fully executed and dated;
12.2.2 be consistent with the terms of this Agreement;
12.2.3 contain, where possible, a grant of
rights/consents/permissions on an unconditional and
irrevocable basis to permit the unlimited
exploitation of the Programmes world-wide in all
formats and all media (now known or hereafter
devised);
12.2.4 contain a waiver of moral rights and all other
similar rights in all jurisdictions throughout the
world;
12.2.5 provide for all inclusive buy-out fees, i.e. no
additional fees, guild payments, residuals,
royalties, repeat fees, participation's or any other
similar payments shall be due in respect of the
broadcast, sale or other exploitation of the
Programmes in any and all media (whether now existing
or invented in the future) throughout the world for
the full period of copyright and thereafter in
perpetuity except in respect of performance and
broadcasting royalties payable in respect of musical
works where the copyright is assigned to PRS or one
of its affiliates.
13. OWNERSHIP OF MATERIALS
13.1 CHF acknowledges that any and all materials, documentation and
physical items produced or acquired by it for or in connection
with the Programmes or for recording the Programmes and
arising as a result of the Production Services (including
inter alia any and all materials supplied to CHF by PEAK)
("the Materials") shall be the sole and exclusive property of
PEAK.
13.2 Upon completion of the Production Services, and if requested
by PEAK, CHF hereby undertakes to provide a list of the
Materials and PEAK shall determine whether it will require at
its sole cost and expense the return of such Materials or any
of them to PEAK in the United Kingdom or require the
destruction of the same or the disposal of the Materials in
any other way as directed by PEAK. In the event that PEAK
shall not have so directed CHF within 28 days of completion of
the Production Services PEAK agrees to pay to CHF reasonable
storage charges relating to such Materials.
14. FORCE MAJEURE
In the event that the production of the Programmes shall be prevented
or substantially interfered with by reason of fire, earthquake,
hurricane, flood, natural catastrophe, casualty, accident, riot or war,
Act of God, political upheaval, law ordinance or executive or judicial
order of authorities, lock-out, labour dispute or the death or
incapacity of the director, producer or any principal member of the
crew supplied by PEAK or any other cause reasonably beyond the control
of CHF and PEAK, then neither CHF nor PEAK shall be in default or
breach of this Agreement and the obligations of CHF and PEAK towards
each other shall be suspended for the duration of the event, and the
Production Schedule and the time within which CHF is obliged to
complete its services hereunder shall be extended for a period
equivalent to the period of any such event but the maximum duration of
such extension shall be 12 (twelve) weeks.
15. TAKEOVER/ABANDONMENT
15.1 PEAK shall have the right to take over (either partially or
completely) or abandon the rendition of the Production
Services upon giving written notice to CHF of its election to
do so in any of the following events:
15.1.1 CHF is in material breach of any of its warranties,
undertakings or obligations under this Agreement
other than a remediable breach of which PEAK gives
CHF notice and which is remedied to the satisfaction
of PEAK within 10 (ten) days of such notice;
15.1.2 there is an overspend or there is in PEAK's opinion
likely to be an overspend which in the opinion of
PEAK has arisen or will arise because of the
imprudent, negligent or deliberate act or omission of
CHF or as a consequence of a `Force Majeure' event;
15.1.3 PEAK has terminated this Agreement under Clause 17 or
has the right to do so.
15.2 If PEAK elects to take over or abandons pursuant to clause
15.1:
15.2.1 CHF shall forthwith, and at its own expense, hand
over and place at PEAK's disposal and under its
control all personnel, equipment and all material
relating to the Programmes at whatever stage of
completion such material may be at;
15.2.2 CHF shall assign the benefit of all production
contracts and all similar contracts relating to the
Programmes which PEAK requests to have assigned to it
and PEAK shall be responsible for performing CHF's
obligations under all production contracts approved
by PEAK as from the date of their assignment to PEAK;
15.2.3 CHF shall provide a statement of account to PEAK
containing details of all costs incurred to the date
of take-over or abandonment together with details of
contractual commitments to be honoured by CHF, and in
the event of termination by PEAK pursuant to clause
17.1.6 hereof, PEAK shall only be liable for the
production cost incurred up to the end of the
Production Phase in which termination was notified in
accordance with the schedule and Production Phases
outlined in Exhibit C. PEAK will also make good faith
negotiations to cover any long term financial
commitments made directly in connection with the
Programmes by CHF prior to notification of
termination by PEAK.
15.2.4 CHF shall not undertake any further obligation in
relation to the Programmes unless required by PEAK to
do so;
15.2.5 PEAK shall have the right to proceed with the
production and completion of the Programmes in such
manner (if at all) as it may decide;
15.2.6 Except in respect of binding commitments as referred
to in 15.2.3 hereof, PEAK shall have no further
obligation to advance sums to CHF in respect of CHF
Budget and any Additional Costs.
15.3 Any takeover or abandonment by PEAK shall not in any way
affect the rights and remedies which PEAK has under this
Agreement or at law by reason of any breach by CHF of any of
its warranties, undertakings or contractual obligations under
this Agreement.
15.4 PEAK shall be entitled at any time after taking over
production of the Programmes pursuant to Clause 15.1 to
abandon production of the Programmes and provided that PEAK
shall have complied with its obligations pursuant to 15.2.3
hereof CHF hereby irrevocably agrees that it shall have no
objections or claims against PEAK or any other party providing
finance or resources for the Programmes in that event.
16. OVERSPEND
16.1 If CHF becomes aware that other than in relation to and arising from
approved Additional Production Services, the total cost is likely to
exceed the CHF Budget CHF shall forthwith:
16.1.1 prepare and submit to PEAK a full statement of
account containing details of costs incurred but not
yet paid for and an estimate of costs likely to be
incurred to complete the rendition of the Production
Services;
16.1.2 submit detailed proposals for reducing the cost of
the items allowed for in CHF Budget;
16.1.3 comply with any reasonable directions given by PEAK
to reduce any expense.
16.2 If, following the procedures set out above, there shall
continue to be overspend or likely overspend, then CHF shall
be solely responsible for and pay for all such overspend
unless the overspend was due to events or circumstances
entirely outside the control of CHF and CHF has complied with
Clause 16.1 in which event PEAK shall pay for any such
overspend, or shall be entitled to take-over or abandon
production of the Programme in accordance with cause 15
hereof.
16.3 In the event that the Production Schedule is extended or
delayed by reason of any default of CHF, then CHF shall pay or
reimburse PEAK for all additional costs reasonably incurred by
PEAK as a direct result thereof. Any amounts so payable shall
be paid promptly on presentation of an invoice.
17. TERMINATION
17.1 Without prejudice to any rights under this Agreement, PEAK
shall be entitled, by notice in writing, to terminate CHF's
engagement to provide the Production Services if:
17.1.1 CHF is in breach of any term of this Agreement which
is incapable of remedy or if capable of remedy is not
remedied within 10 (ten) business days of CHF
becoming aware or being notified of it;
17.1.2 CHF is declared or becomes insolvent;
17.1.3 CHF suffers the making of an administration order or
has a receiver (including an administrative receiver)
or manager appointed over the whole or any part of
its assets or if an order is made or a resolution is
passed for its winding up (except for the purposes of
amalgamation or reconstruction) or a notice is issued
convening a meeting of CHF's creditors or CHF enters
into or proposes to enter into any composition or
arrangement with its creditors or a court order is
obtained against CHF which is likely in the opinion
of PEAK to materially affect CHF's financial
condition or ability to fully perform all of its
obligations hereunder or if CHF ceases or threatens
to cease to carry on business;
17.1.4 an event of force majeure shall continue for a period
either consecutive or in the aggregate of 12 (twelve)
weeks or more (and in respect of the circumstances
mentioned in this sub-clause CHF shall equally have a
right to terminate); or
17.1.5 CHF shall abandon or announce that it intends to
abandon the business of providing production services
or suffers a change in the majority ownership or
control of its business.
17.2 In the event of termination of this Agreement or the provision
of CHF's services hereunder all rights, benefits and
entitlements acquired by PEAK as set out in this Agreement
shall remain vested in PEAK PROVIDED THAT PEAK shall have
complied with its payment obligations under 15.2.3 hereof.
18. MISCELLANEOUS
18.1 A waiver of any breach of this Agreement shall not waive any
prior or subsequent breach. All remedies shall be cumulative
and the waiver of any one shall not waive any other.
18.2 PEAK shall be entitled to assign this Agreement (in whole or
in part) to any subsidiary or affiliated company of PEAK or to
any other third party provided that PEAK shall remain
responsible for its obligations hereunder. CHF shall not
assign this Agreement without the prior written approval of
PEAK which approval shall not be withheld other than for the
purpose of corporate reconstruction or amalgamation, which
shall not require PEAK's approval.
18.3 If any part of this Agreement or the application thereof to
either party shall for any reason be adjudged by any court or
other legal authority of competent jurisdiction to be invalid
such judgement shall not affect the remainder of this
Agreement which shall continue in full force and effect.
18.4 Any notices required to be given under the provisions of this
Agreement shall be in writing in English and shall be deemed
to have been duly served if hand delivered, posted by
registered or recorded delivery or sent by facsimile/e-mail
and any notice so given shall be deemed to have been served:
(a) if hand delivered, at the time of delivery; (b) if posted,
on the third day after posting and such communication shall be
sent by registered or recorded delivery; (c) if sent by
facsimile/e-mail upon confirmation of successful transmission.
18.5 Notices shall be sent:
To CHF: To PEAK:
▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
Chorlton-cum-Hardy ▇▇▇▇▇▇▇ ▇▇▇▇
Manchester Bakewell
M21 0AW ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ 1DL
Attention: ▇▇▇ Marriott Attention: ▇▇▇▇ ▇▇▇▇▇
18.6 This Agreement supersedes and cancels all previous
arrangements, understandings, representations or agreements
between the parties hereto either oral or written with respect
to the Programmes and constitutes the entire agreement between
CHF and PEAK with reference to the Programmes and no variation
of any of the terms or conditions hereof may be made unless
such variation is agreed in writing and signed by the parties.
18.7 Nothing in this Agreement is intended to or shall be deemed to
constitute a partnership or joint venture between CHF and
PEAK.
18.8 The clause headings in this Agreement are for the convenience
of the parties only and shall not limit, govern or otherwise
affect its interpretation in any way.
19. PROPER LAW
19.1 This Agreement shall be governed by and construed in
accordance with the laws of England and Wales.
19.2 The parties hereby submit to the exclusive jurisdiction of the
courts of England and Wales.
20 RIGHTS OF THIRD PARTIES
A person who is not a party to this Agreement has no right under the
Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ (the"1999 Act") to enforce
or to rely upon any term of this Agreement but this does not affect any
right or remedy of a third party which exists or is available apart
from the 1999 Act
SIGNED by ▇▇▇ Marriott )
for and on behalf of ) /s/
COSGROVE HALL FILMS ) ---------------------------
LIMITED
SIGNED by ▇▇▇▇ ▇▇▇▇▇ )
for and on behalf of ) /s/
Peak Entertainment Limited ) ---------------------------
EXHIBIT A
THE PRODUCTION SERVICES
1. THE SPECIFICATIONS
THE PROGRAMME
1.1 Name of Programme: The Wumblers
1.2 Number of Episodes: 52
1.3 Length (animation running time): 9 minutes 45 seconds
1.4 Length (inclusive of main and end titles): 11 minutes and 0 seconds
1.5 Original concept from Silly Goose Inc.
KEY PERSONNEL
1.6 Producer: ▇▇▇ ▇▇▇▇▇
Director: ▇▇▇▇ ▇▇▇▇▇▇
TECHNICAL REQUIREMENTS
1.7 TBA
CREDITS
1.8
The end credit will be "A PEAK Entertainment/ Cosgrove Hall Film
Production"
1.9
Primary Studio: Cosgrove Hall Studios, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇-▇▇▇-▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇
2. MATERIALS TO BE DELIVERED TO CHF:
Series bible for the Programmes, principal character designs and
location designs.
3. THE PRODUCTION SERVICES TO BE CARRIED OUT BY CHF IN ACCORDANCE WITH
THIS AGREEMENT AND THE SPECIFICATIONS: All aspects of the production
process including without limitations, providing comments on scripts,
shooting, editing, music, sound and contracting of talent.
4. DELIVERY MATERIALS
Upon completion of the production work which is the subject of this
Agreement, CHF shall deliver to PEAK the following materials on the
dates set out in the Production Schedule: [TBA]
5. APPROVALS
5.1 CHF will send the following items to PEAK for approval and PEAK shall
approve or provide reasons for rejection within the timescales outlined
below:
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Item Comments / Approval back to CHF Corrections to PEAK
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Scripts }
Character Designs }
Location Designs Voice Casting }
Storyboards Within 5 working days of receipt by PEAK Within 5 working days of receipt by
Animatic } CHF
Dialogue Fine Cut }
Offline Picture }
Completed Online }
Titles }
Credits }
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