SHOWCASE ENTERTAINMENT, INC. Warner Center, 21800 Oxnard Street, Suite 150 Woodland Hills, California 91367
SHOWCASE
ENTERTAINMENT, INC.
Warner
Center, 00000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx
Xxxxx, Xxxxxxxxxx 00000
September
15, 2006
Mr. Xxx
Xxxxxxx
Lux
Digital Pictures GmbH
Xxxxxx.
00
00000
Xxxxxx, Xxxxxxx
Dear
Xxx:
The
following sets forth the material terms of the agreement between Lux Digital
Pictures GmbH ("Producer") and Showcase Entertainment, Inc. ("Showcase")
pursuant to which Showcase is hereby appointed to be the exclusive foreign sales
agent in connection with NIGHT OF THE LIVING DEAD 3D (the
“Picture”):
1. TERM: Five
(5) years automatically extending an additional five (5) years provided Showcase
has received gross sales revenues equal to or exceeding $1,500,000. Showcase can
grant rights to its licensees for up to fifteen (15) years (except for twenty
(20) years for the German speaking territories, Australia/New Zealand and the
Italian speaking territories).
2.
RIGHTS & TERRITORY: The world excluding the U.S. and Canada, in all media,
excluding only merchandising, publishing and soundtrack rights. All agreements
shall be entered into “as agent for” the Producer.
3.
DISTRIBUTION FEE (computed on gross revenues received): 10% of the first
$1,000,000 of gross revenues; 12.5% on gross revenues collected in excess of
$1,000,000 but less than $2,000,000 and; 15% on gross revenues collected in
excess of $2,000,000.
4.
RECOUPABLE DISTRIBUTION EXPENSES: (a) the total sum of $35,000.00 for Showcase’s
attendance at the film and television markets, chargeable: $11,666.00 for each
of the Picture’s first three film markets (e.g., AFM, Berlin and
Cannes). Showcase will also be exploiting the Picture at MIPCOM,
MIPTV, NATPE and any other markets that it attends at no charge; and (b) All
other expenses shall be advanced by Showcase and must be approved in writing by
Producer (eg. art, trailer, screenings, screeners, and ads).
5.
DELIVERY REQUIREMENTS: Producer will timely deliver to Showcase
within three (3) months (or give Showcase lab access, as applicable) all
technically correct film and television elements and appropriate documentation
and publicity materials as are necessary for Showcase to make delivery of the
Picture to all of its licensees in accordance with standard industry
practice.
1
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Xxxxxxx
September
15, 2006
Page of
2 of 4
6.
ACCOUNTINGS, SEPARATE BANK ACCOUNT and AUDIT RIGHTS: Accountings will be monthly
during the first year, quarterly during the second year and bi- annually
thereafter. Showcase shall establish a separate bank account or open
an escrow account for the Picture into which all gross revenues shall be
deposited and dispersed per this Agreement. Producer shall have the
right to audit Showcase’s records in connection with the Picture 30 days prior
written notice, at Producer’s sole cost and expense, no more frequently than
once per year with no statement to be audited more than once.
7.
RESOLUTION OF DISPUTES: By final, binding and non-appealable
arbitration in accordance with the rules and procedures of IFTA. Producer’s
rights in the event of any breach or purported breach by Showcase shall be
limited to an action at law for damages. There shall be a mutual
indemnity and a 30 day cure provision for any purported breach.
8.
MINIMUMS: Producer and Showcase do hereby mutually approve the
Schedule of Minimums, attached hereto as Schedule “A” and made a part hereof,
pursuant to which Showcase shall not have the right to accept any offer for
rights which does not equal or exceed the minimum aggregate amount
set forth in the Schedule for all rights in a particular territory without
Producer’s written approval. The Minimums are not guaranteed, but are
set forth solely to prohibit Showcase from licensing any particular medium for a
minimum guarantee amount lower than those presently desired by
Producer.
9.
PACKAGING: Showcase shall not “package” the Picture (ie. Showcase
shall not require a buyer to take other pictures along with the
Picture). It is acknowledged that Showcase may sell more than one
movie, including the Picture, to the same licensee.
10. REPS
AND WARRANTIES: Producer shall provide representations and warranties in
accordance with standard industry practice including but not limited to the
following:
(a)
Showcase and its licensees shall have the right to use the names and likenesses
of all cast & crew in connection with the Picture and ads regarding the
Picture.
(b)
Producer has and will at all times have the sole right, title and interest in
and to the Picture free and clear from any liens (other than SAG) and/or other
claims; the Picture and the use of the title will not infringe on or violate any
rights of any person, corporation and/or other entity; Producer has the right to
enter into this Agreement and to grant the rights granted to Showcase hereunder;
and Showcase's exercise of its rights under this Agreement shall not infringe on
the rights of any person, corporation and/or other entity.
Showcase
hereby represents and warrants that it is a Corporation in good standing and it
shall use its best, reasonable efforts to market, sell and otherwise exploit the
Picture, including obtaining so called “theatrical deals” whenever possible, in
accordance with its best business practices and shall endeavor to achieve
maximum sales and results on behalf of the Producer, in full consultation
therewith.
2
Xxx
Xxxxxxx
September
15, 2006
Page of 3
of 4
11.
TERMINATION. This Agreement may be terminated upon the mutual agreement of the
parties or upon the declared insolvency or dissolution of Showcase.
All
signatories to this Agreement hereby acknowledge and agree that they have read
this Agreement and have been given the opportunity to consult legal
representation prior to execution of same. This Agreement may not be modified or
waived except by a writing signed on behalf of the party to be
charged.
| Very truly yours, | Accepted and Agreed: |
| Showcase Entertainment, Inc. | Lux Digital Pictures GmbH |
| By: An Authorized Signer | By: An Authorized Signer |
3
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Xxxxxxx
September
15, 2006
Page of 4
of 4
"NIGHT OF
THE LIVING DEAD - 3D" - SCHEDULE OF ASKING PRICES AND MINIMUM
PRICES
EXHIBIT
"A"
|
ASKING
|
MINIMUMS
|
MINIMUMS
|
MINIMUMS
|
MINIMUMS
|
|
|
TERRITORY
|
PRICES
|
THEATRICAL
|
VIDEO
|
TELEVISION
|
ALL
RIGHTS
|
|
ARGENTINA/URU/'PAR
|
$40.000 | $15,000 | $7,000 |
$22.000
|
|
|
AUSTRALIA/NZ
|
125.000
|
75.000
|
10,000
|
10,000
|
95,000
|
|
ASIA
(PAY TELEVISION)
|
25,000
|
12,000
|
12,000
|
||
|
BANGLADESH
|
15,000
|
5,000
|
2,000
|
2,000
|
9,000
|
|
BENELUX
|
75,000
|
30,000
|
7.500
|
7,500
|
45,000
|
|
BRAZIL
|
75,000
|
30,000
|
15,000
|
45,000
|
|
|
BULGARIA
|
10,000
|
2,000 | 2,000 |
1,000
|
5,000 |
|
CANADA
(ENGLISH)
|
150,000
|
75.000
|
15,000
|
10,000
|
100,000
|
|
CHILE
|
8,000 |
2,500
|
1,000
|
3,500
|
|
|
CHINA
|
50,000
|
10,000
|
10,000
|
10,000
|
30,000
|
| COLUMBIA |
15,000
|
7,500 |
2,500
|
10,000
|
|
|
CROATIA/SLOVANIA
|
10,000
|
1,000
|
1,000
|
1,000
|
3,000
|
|
CZECHOSLOVAKIA
|
10,000
|
2,000
|
2,000
|
1,000
|
5,000
|
|
DOMINICAN
REPUBLIC
|
8,000
|
1,000
|
500
|
1,500
|
|
|
EAST
AFRICA
|
25,000
|
10,000
|
5.000
|
4,000
|
19,000
|
|
ECUADOR/PERU/BOLIV1A
|
15,000
|
5,000
|
3,000
|
8,000
|
|
|
ENGLAND/UK
|
200,000
|
50,000
|
10,000
|
20,000
|
80,000
|
|
FRANCE
|
250,000
|
50,000
|
Straight
dist
|
20,000
|
90,000
|
|
FRENCH
CANADA
|
35,000
|
15,000
|
10,000
|
5,000
|
30,000
|
|
GERMANY/
AUSTRIA
|
300,000
|
100,000
|
25,000
|
75,000
|
200,000
|
|
GREECE
|
20.000
|
7,000
|
4,000
|
2,000
|
13,000
|
|
HONG
KONG
|
30,000
|
8,000
|
2,000
|
2,000
|
12,000
|
|
HUNGARY
|
10,000
|
2,000
|
1,000
|
1,000
|
4,000
|
|
INDIA
|
75,000 | 15,000 |
10,000
|
10,000
|
35,000
|
|
INDONESIA
|
35.000
|
12,000
|
2,000 |
2,000
|
16,000
|
|
ISRAEL
|
15,000
|
7,000
|
2,000
|
1,000
|
10,000
|
|
ITALY
|
300,000
|
100,000
|
20.000
|
30,000
|
150,000
|
|
JAPAN
|
400,000
|
150.000
|
25,000
|
50,000
|
225,000
|
|
KOREA
|
150,000
|
50.000
|
20.000
|
20,000
|
90,000
|
|
LATIN
AMERICAN TV
|
50,000
|
25,000
|
25,000
|
||
|
MALAYSIA
|
10,000
|
2,000
|
2,000
|
1,000
|
5,000
|
|
MEXICO/
CENTRAL AMER
|
30,000
|
15,000
|
4.000
|
19,000
|
|
|
MIDDLE
EAST
|
15,000
|
2,000
|
2,000
|
1,000
|
5,000
|
|
PAKISTAN
|
25,000
|
7,500
|
5,000
|
2,500
|
15,000
|
|
PHILIPPINES
|
35,000
|
7,500
|
7,500
|
5,000
|
20,000
|
|
POLAND
|
25,000
|
7,500
|
4,000
|
3,500
|
15,000
|
|
PORTUGAL
|
20.000
|
5,000
|
3,000
|
2,000
|
10,000
|
|
ROMANIA
|
15,000
|
4,000
|
l,000
|
2,000
|
7,000
|
|
RUSSIA
|
125,000
|
50,000
|
10.000
|
15,000
|
75,000
|
|
Scandinavia
|
NORDISK
STRAIGHT DISTRIBUTION DEAL
|
||||
|
SINGAPORE
|
10,000
|
2,000
|
2,000
|
1,000
|
5,000
|
|
SOUTH
AFRICA
|
NU
METRO STRAIGHT DISTRIBUTION
DEAL
|
||||
|
SPAIN
|
250,000
|
75,000
|
20,000
|
30,000
|
125,000
|
|
SRI
LANKA
|
8,000
|
2,000
|
2.000
|
2,000
|
6,000
|
|
TAIWAN
|
30,000
|
10,000
|
5,000
|
4,000
|
19,000
|
|
THAILAND
|
15,000
|
2,000
|
4,000
|
1,000
|
7,000
|
|
TURKEY
|
15,000
|
5,000
|
1,000
|
4,000
|
10,000
|
|
venezuela
|
15,000
|
5,000
|
2,000
|
7,000
|
|
|
WEST
AFRICA
|
25,000
|
10,000
|
5,000
|
4.000
|
19,000
|
|
TOTAL
(excluding USA)
|
$3,194,000
|
$1,048,500
|
$294,000
|
$399,500
|
1,742,000
|
|
Where
Pay TV and Free TV are sold separately in any territory, the
minimum price for each of Pay TV and Free TV shall
be deemed to be 50%
of the applicable price set forth in the "MINIMUMS TELEVISION"
column.
|
|||||
4
